The Avengers
by D
Summary: Earth's Mightiest Heroes!
1. The Coming of the Avengers!

The Avengers

"The Coming of the Avengers!"

September 14, 1963

Far away from the golden spires of Asgard, where gods and monsters still roamed and battled, Loki, the god of trickery, sat in his tower on the Isle of Silence and plotted. "It is all coming together in my evil web." He gazed into a crystal ball, watching his past battles with the mortal who had taken his hated brother's power. "Lady Thor is fighting almost like a god, but my dear father grows more despondent. How can I best finally crush that blasted mortal once and for all?"

Waving his hand, the scene changed. "The rising mutants? No, they are too numerous and conflicted to make worthy pawns. Perhaps one of those costumed buffoons my sister always battles?"

Images moved quickly in the crystal. "Her own rouges are not worthy for the task. Indeed, if they could slay her, why have they not done so? Nay, I must find my tools elsewhere."

He slowed the images down as a monstrous gray skinned woman easily ripping a tank apart with her bare hands. "What is this? A giant walks Midgard?"

Focusing the crystal more intently, Loki watched as the Hulk (as he quickly learned her name) demolished heavily armored vehicle after vehicle. "Her strength is impressive, for a mortal. Mayhap she be the one I seek?" Loki leaned back on his throne and beneath his crooked brow a horrible plan began to brew.

~L

Loki may have stood out against the barren desert landscape, but he didn't care. Throwing his bony shoulders back, he spied the train tracks on the valley floor below. "According to my magic, the true Hulk is no where in this area. A pity, but then again I need only her visage for my plan to succeed."

Reaching into his cloak, he withdrew a small vial of black liquid. Uttering words that had not been spoken in centuries, he poured the contents onto the sand at his feet. Within seconds, a grayish hand burst out of the ground, followed another. The Hulk, or a reasonable facsimile forced her way to her feet and stood before Loki. "What is your bidding Master?"

"Attack yon coach. Spare the people, but unleash as much destruction as you can against the mortal's means of transportation. When finished, come to me."

"As you command." The Hulk's double lumbered down to the train tracks and stood. The unholy thing wasn't idle for long. The train's whistle blared, alerting her to its presence.

With barely any effort, she reached down and tore the tracks apart. She continued to move down the line, yanking the tracks up like tape. The engineer, who first thought the gray skinned behemoth was simply a result of too much sun, sounded the warning whistle. When that failed to deter the Hulk, he pulled the brake lever, praying he still had enough track left to stop.

The Hulk moved slightly off the track as the train rushed past. With one arm, she reached out and snagged the engine. Metal screamed in protest as the massive train slowly ground to a halt.

"What the devil are you?" One of the crewmen staggered out.

The Hulk looked down at the pale man. "I'm the Hulk, and there will be more destruction. Inform Lady Thor that unless she fights me, I will wreck more trains." Before the stunned man's eyes, the Hulk turned and leapt away.

~L

Loki cackled to himself. "The challenge has been issued. I know that witless mortal is on the same coast. She'll have to hear about it sooner or later!"

~LT

Loki was correct faster than he thought. Jane Foster, otherwise known as Lady Thor, was on the West Coast with Dr. Donald Blake. They had been attending a medical convention when the police arrived at the hotel.

The officer's cries of "Clear the area, the Hulk is on a rampage!" did little to calm the crowd. Finding themselves in a full-scale riot, Don and Jane slipped into a supply closet.

"The Hulk?" Don watched the crowd through a crack in the door. "This looks like a job for-"

Jane put a hand to his lips. "I know. Odd though, from what I saw, the Hulk always seemed a force for good."

"People change." Don closed the door and stepped back. "In any event, calming these people down would help prevent a lot of damage."

Jane smiled. "True." She held the gnarled walking stick over her head. "Wish me luck."

"You won't need it." Don covered his eyes as she brought the stick down. A blinding flash filled the room. Before him was no longer Jane Foster, nurse. In the now cramped closet was none other than Lady Thor, the goddess of thunder!

Opening the window, Lady Thor twirled her hammer and took the skies. She scanned the city below and failed to see any signs of the Hulk. "I must be careful. The Hulk's strength rivals that of my own!"

~RJ

Rick Jones cursed. The cause of this was two reasons. The first was the radio announcement that broke into the afternoon sports coverage of the Hulk tearing up the Southwest. The second was the fact that hood of his truck fell down and nailed him squarely in the back.

Scrambling away from the broken down truck, Rick dashed for the work shed behind the garage, ignoring his boss's yelling. Once inside, he slammed the door shut and turned on his ham radio. Slipping on the headphones, he began to turn the dial.

"Calling all Teen Brigade! Calling all Teen Brigade! A-1 Emergency! Hulk on possible rampage in area; need Fantastic Four! Relay this to New York City operatives ASAP!"

The Teen Brigade, as Rick called them, had been growing steadily since their formation. Rick had always dug old radio shows, and the idea of having a network of operatives to give word on the goings on in the long underwear set appealed to him. After helping the Hulk tackle the Metal Master, the teens he had encountered decided to stay together. Rick invested his meager earnings into better radio equipment, and had been giving weekly updates. "Come on guys, don't let me down now!" Rick silently prayed.

~L

Unknown to Mr. Jones, his broadcasted pleas were listened to by more than his usual audience. "Hmm. This offers a most interesting challenge. I expected a call for help, as well as more meddlesome heroes, but the so-called Fantastic Four? Nay, their presence may alter my scheme too much. Better that message is read by another group." Loki quickly searched the mortal realm, seeking out other heroes. He knew they had to be within range of the Lady Thor, yet weaker than either his accursed sister or his phony Hulk. Before time would even register for a mortal, he found them.

It was child's play to direct Rick's radioed cry to another frequency. It was easier still to make sure his intended targets and the targets alone heard it. Loki conjured a fresh goblet of mead and sat back to watch the drama unfold.

~IM

Iron Man, public protector of Tony Stark, stopped short. The Arizona heat was baking the sand around everyone. Before the golden armored figure several sheets of metal stood silently in the heat. A small crowd of officials stared intently, wondering why Stark's much vaunted hero was failing to demonstrate why Stark had so much faith in him.

The answer would have shocked most of them. For within the gold colored armor was none other than Tony Stark himself. Wounded in Southeast Asia some months back, Stark had been forced to don the armor in order to keep himself alive. The answer for his standing still would have equally shocked them. On Tony's private radio channel came a loud and clear message. "A-1 Emergency! Hulk on possible rampage in area."

"Who is this?" Tony tried to figure out how the signal came in. "No towers in the area, but still, if the Hulk is causing trouble, it might be a better display of this suit's abilities than simply lifting a few pieces of scrap."

Turning to the observers, Iron Man lumbered towards them. "Ladies and gentlemen, I have just received word that the incredible creature known as the Hulk has been sighted on a rampage nearby." Holding up his iron gauntlets, he motioned for peace before speaking again. "Mr. Stark has given me permission to handle this situation in my own way, as both a means to demonstrate the capabilities of this suit and to aide officials in stopping the monster."

Ignoring the questions that followed, Iron Man moved over to a waiting group of technicians. "Going to have to conserve power. Boys, fire up the rocket sled and let's give these people a show."

Some of Stark Industries best and brightest nodded and uncovered a shiny device that beguiled imagination. A circular base with a steering column, the Stark Rocket Sled was intended to carry soldiers over hostile terrain. Now it was being used to carry a man into a battle between a monster and god. Iron Man waved cheerfully to the crowd and stepped onboard. With a push of a button, the sled hummed to life and took off. Using the onboard systems, Iron Man was able to pinpoint the origin of the broadcast. "Once I deal with the Hulk, I going to have a nice long talk with whoever broke into my signal."

~A/W

Hank and Maria Pym found themselves in a most unusual position. They had nothing to do. With crime at an all time low in Center City, Hank and Maria were at loss. "Maybe we should take up another hobby?" Maria looked around the kitchen. Every square inch of the room was covered by either some fantastic contraption of Hanks' or some memento of a past case.

"I hear some heroes put everything in giant caves under their houses." Hank sipped his coffee as he read the latest _Scientific American_.

"Cute, but the basement is already full." Maria ran a finger over the top of the refrigerator and blanched when it came back black. "Or maybe we could clean?"

Hank sighed and put down his magazine. "I'll get the mop if you get the vacuum."

"A-1 Emergency! Hulk on possible rampage in area!" blared over their radio, interrupting the plans.

"Guess the housework can wait." Hank dragged a familiar red and blue costume out of the closest.

"Wait, you mean you're coming with me?" Maria's tone was hopeful.

"Of course. You think I'm going to sit on the bench while you tackle the Hulk?" Hank slipped on the costume. "Come on dear, let's show the world what Ant-Man and the Wasp can do!"

~LT

Lady Thor found the Hulk within seconds of landing. She instantly suspected a trap. "Halt!" She tightened the grip on her hammer. "What business does thou have with these mortals?"

The Hulk casually dropped the car she was lifting. Strolling over to a parked truck, she leaned against it, ignoring the groaning metal. Folding her massive arms, she smiled a familiar smile. "Tell me, 'o worthy sister, do you not wonder why our all mighty father does not act?"

"Loki! I suspected as much." She hefted Mjolnir, but the Hulk raised a hand.

"Strike me not." Her grin grew wider. "Else the dear Lady Sif shall find herself mourning both a husband AND a daughter."

"Thurd?" Lady Thor paled. "What trickery have thou wrought?"

"Oh, very little. A few mountain trolls who owed me a favor, a hidden fortress just outside Asgard, child's play really."

"Odin knows?"

"The blind old fool couldn't care less. I suppose you could storm the Rainbow Bridge, fight your way past my minions, and reverse my enchantments without him noticing if you acted swiftly enough."

"Loki, why are you doing this?"

The Hulk's grin nearly split her face. "Because I hate you. That is reason enough." The Hulk slowly faded away. Lady Thor turned from the destruction and took to the skies.

Loki, from within his lair, laughed.

~H

Elizabeth Ross was not in the best of moods. Her recent trials were stress enough for a small army, but when startled with the sound of slamming metal, her dander was already up. Sighing with no attempt to hide her annoyance, she pushed herself away from her desk and turned around. "Ok, what is on the loose this time?"

General Morris, commander of the Gamma Base, stepped into view. "Sorry Ms. Ross, but according to our reports, you."

Her annoyance replaced with shock, Betty stepped closer to the glass. "What?"

Morris held up a series of photographs. "According to dozens of eyewitnesses, the Hulk has been tearing up the entire Southwest."

"But that's crazy!"

"Well, yes, but frankly we had to make sure." Morris tapped the steel bars that separated them.

Betty shook her head. "Ok, well, I think I can prove that's not me."

Morris signaled to someone off to the side. Seconds later the bars retracted. "True, but now the country is in a panic."

"I guessed as much, but what do we do?"

Morris motioned her to follow him. "That is where it gets tricky. If we let you go to investigate, and I am convinced you are the best person for the task, you run the risk of panicking the public even more." Betty had to admit it, but he was right. It was doubtful the panicked populace would be able tell the difference between her and the fake.

"But if I do nothing, how do we stop this imposter?"

"Dr. Banner is already at work."

"With all due respect, sir, if that thing is half as tough as me, there is nothing on this base that can handle that."

Morris stopped. He knew she was right, but there was still too much at stake. Compromising, he led her outside. "You have a point, but this is going to be the military's show. You can go with Major Talbot as he oversees the operation, but I only want you to engage the enemy as a last resort. Understand?"

Betty nodded and gave a salute. "Understood sir, and thank you."

"Don't make me regret this action."

The phony Hulk landed on the outskirts of Harmony and quickly made her way through the city's defenses. The police and National Guard had been mobilized in record time. The Hulk went through them in less than a minute. Spying the distant sight of a circus tent, the Hulk laughed cruelly and leapt, jumping over the town and crashing near the circus. "Perhaps this will please my master." The creature mused.

"Hold it right there monster!"

The Hulk turned at the sound of the voice. "Who dares speak to me?" An unknown figure approached.

Iron Man had left the rocket sled behind. Transferring most of his power to his power rays, he calculated every possible avenue of attack. "I guess you never heard of Iron Man? Allow me to introduce myself." Holding up his hand, Iron Man fired off two blazing bursts from his repulsor rays. The Hulk took both impacts in the chest and grunted.

"Was that your best?" Iron Man began to reroute power and back away. The Hulk was on him in a second, the massive gray hands slowly crushing his helmet.

Just as the golden covering began to crack, the Hulk suddenly dropped him and put her hands to her eyes. Bellowing in rage, she swung at empty air. "Who dares attack me? Show yourself!"

Ant-Man and the Wasp suddenly appeared behind the dazed Iron Man. "Come on, while the monster is blinded!" Hank and Maria dragged Iron Man to safety as the Hulk blindly punched the air around her.

Ducking behind a nearby billboard, they set the armored avenger down. "Are you hurt?" The Wasp checked out the armor. "Stark must be a genius to design this!" She thought as she examined the damaged suit.

"I'm fine." Tony wheezed. His power was drained slightly by the attack. He couldn't tell them that, but unless he recharged within the hour he was dead. "I just got surprised that's all."

The sound of a helicopter filled the air. Iron Man staggered to his feet. "Friends of you guys?"

"No, looks like Uncle Sam decided to lend a hand." Ant-Man noticed the Army insignia on the side of the door. It stayed in the air as it fired several large caliber rounds at the Hulk.

The Hulk, to her credit, ignored the shell's flattening against her skin and tore a support wire away from the main tent. With precision aim, she tangled it within the copter's blades, dragging it down.

Several armed men and one woman spilled out. The woman rushed over to them while the men engaged the Hulk. "Hey, are you ok?"

"Just fine." The Wasp eyed the new group. "What's going on?"

Betty jerked a thumb at the battle. "The plan is to hit that imposter with some freeze grenades, but" the Hulk tore a rotor blade free from the copter's wreckage and used it as a sword, "right now that looks a little doubtful."

"How about a distraction?" Ant-Man had an idea. "Just tell your men to fall back."

Betty looked at the odd trio. After a second, she shrugged her shoulders. "Why not?"

Running back to Major Talbot, she ducked as the Hulk cleaved a massive path between them. "Major, fall back!"

"What? Why?" Talbot dropped to avoid being skewered. Deciding at any idea would be an advantage at this point he ordered the group to fall back towards him.

Ant-Man adjusted his helmet controls. "I've never tried anything this big before." He muttered to himself. Sending his thoughts out, he mentally commanded every ant in the area to converge on his location.

The Hulk, seeing the troops fall back, dropped her weapon. "What's this? Is there no one here brave enough to face me as a warrior?"

"Yes, right here!" Ant-Man stepped out from behind the makeshift barrier.

The Hulk took a simple glance at Ant-Man and broke into near deafening laughter. The laughter ended when the soft dirt under the Hulk's feet suddenly gave way, dropping the gray skinned goliath into a deep pit. "Move in and fire!" Talbot and the other troops rushed forward to the edge of the pit.

The grenade they had been issued was a special model designed by Dr. Banner. It exploded, coating the Hulk in a special chemical that reacted to the open air. The giant was quickly covered in ice.

"Is it over?" Ant-Man questioned Talbot. For a response, the Hulk easily broke free of the ice.

"Enough!" Betty dashed forward and leapt into the pit. Ant-Man tried to stop her, but she fought free of his grip. Only the Wasp prevented him from falling in with her.

Before their horrified eyes, Betty's form began to change. Her slender frame darkened and grew, bursting out of her plain khakis. The Hulk, the genuine article, landed with both feet atop of the imposter and proceeded to stomp away. "Alright, spill, who are you?"

The imposter grinned. "Ah, so the true one was in the area the whole time." The fake's voice changed, growing deeper. "Go East and ye may find the truth." Before the Hulk could ask, the imposter faded from sight. The ice collapsed and broke at the Hulk's feet.

"Now what did that mean?"

~LT

Asgard

It had been an easy trip. That was the first sign it was a trap. Lady Thor made her way from Earth to the Isle of Silence in record time with not a single god or troll to block her way. Throwing her head back, she issued a challenge to the dark landscape around her. "Loki! Show thyself!"

"And spoil my merriment? Nay fair sister, I have spent too much time on this game to allow you an easy victory. Fight my champions, scale my tower, and perhaps thou will live to see the mortal realm once more." Loki's laughter rang in her ears. "Oh, and more thing dear sister. You have only an hour, then thy daughter shall wake no more." The ground beneath her feet rumbled. The path before her broke and split, dozens of inhuman hands breaking free of the stone that imprisoned the owners.

"Loki, I will not fail. I swear, for honor and glory eternal!" She raised Mjolnir high and summed a lightening bolt. It streaked through the air and struck a large dying tree. It fell with a crash, landing atop of the dwarves that sought escape. Leaping, she ran atop the tree, keeping Loki's tower in sight always.

~L

Loki couldn't help but smile as he saw Lady Thor's fight. "Oh, well played sister, well played. A better performance I could not ask for." Rising from the couch, Loki slipped on his cape and helm. "I suppose I should make ready for my part in this little drama." He opened one of the endless doors that littered his tower and stepped inside.

~LT

The sounds of battle echoed and rolled across the blasted land, an act that was all the more impressive when the land itself is known as the Isle of Silence. Lady Thor pushed forward, gaining ground with every swing of her hammer. She was not backing down, no matter how many trolls pushed forward. "Fight on ye curs, fight and see how I send to Hel's table!"

With one particularly strong swing, Mjolnir bowled over three dozen trolls before returning to its mistress's aching hand. Stumbling forward, more out of muscle memory than any willing action on her part, Lady Thor tossed off her battered helmet. The tower grew no closer.

A sound of clapping slowed her march. "Who?"

"Well played honored sister, well played!" Loki appeared next to her. "One might believe you intended to slay me."

"Thurd." Her voice was low.

"Who? Ah, yes. My darling niece," Loki's voice trailed off. "Oh, you mean how she fares? Well enough I suppose. Midgard food is such a poor quality, but I believe she'll be here before Midwinter."

His speech was ended by Lady Thor's hand around his throat. "Where is she?"

"The same place she was before you left, and before you ignored High father Odin's warnings about trespassing."

She loosened her grip slightly. "This was a trap?"

"Of sorts. While you were here, I was on Midgard. As we speak, four mortals are now in my thrall. They are going to unleash destruction the likes of which you cannot comprehend." She released him. "Of course, you could stop me and free them from my spell, provided you best me in battle."

"Where?" her eyes flashed. "And why not here and now?"

"Because if thou art discovered, thou will be put to death as per Odin's orders. As to the battleground, I believe mortals call the land 'Detroit'? Meet me there within the hour." He vanished. "Best hurry, least father's guards find you." His mocking laughter quickly faded.

In a rage, Lady Thor hurtled Mjonlir at Loki's tower. The enchanted hammer smashed the foundation, sending the stone spire crashing to the ground. Once it had returned to her, she took to the skies once more. "One way or another Loki, this ends today!"

~H

The Hulk, the real one, emerged from the hole. "Situation is contained Major." Iron Man, after rerouting his power cell and making a few quick repairs, walked over.

"So what happened here?" Talbot looked annoyed at the golden gladiator's stance.

"If you don't mind," Talbot interrupted, "We appreciate Stark Industries' aid in this matter, but I think the military can handle it from here."

"With all due respect sir," the Wasp spoke up, "this may be something out of your realm of experience."

Talbot glanced at her. "You two handled that monster a little while ago, right?"

Ant-Man nodded. "An alien being, yes."

The Hulk coughed, jarring everyone. "Look, this imposter said something about going east. Maybe we could argue this later?"

One of the soldier's rushed forward. "Sir, urgent message from base!" he shoved a receiver into the major's hand.

Talbot took it and answered. His face paled. "Yes sir, I understand." Talbot almost dropped the receiver. "Something has landed in Michigan."

"East, eh?" Iron Man pressed a dial on his gauntlet. The rocket sled activated and landed nearby. "Major, with the Stark Industries latest jet prototype I could be there in less than half an hour."

Talbot ran a hand over his chin, calculating the numbers. "You lot may be the best choice." Gathering his men, he put a hand on the Hulk's arm. "As a duly appointed representative of the United States Army, I hereby authorize you to," he faltered "go and take care of whatever it is."

As the motley collection rushed away, Private Williams raised a hand. "Sir? Permission to speak freely?"

"Granted."

"Shouldn't we have just gone instead?"

Talbot cast a sideways glance at the soldier. "Williams, we are dealing with the unknown. You saw our weapons fail against what was a glorified magic trick. Better to send in someone who can shrug off an artillery shell first, correct?"

~LT

Lady Thor touched down. She barely had time to register her surroundings before she heard a crowd exclaiming about something. She was breathing hard, not only from the flight, but also her battle. "Loki's champions must be around here." She steeled herself for another battle and rushed out into the street.

~A

"So, what landed?" Iron Man scanned the area. They were attracting a large crowd. After landing at the airport, they had made their way into greater downtown Detroit.

"I'm not sure." The Wasp signed a few autographs. "The radio said a flying saucer, but it seemed to vanish when the jet touched down."

"The police are waiting for us." Ant-Man tried to push past the gathering crowd. "But I suggest we hurry."

"Hey, isn't that Lady Thor?" A voice from the crowd shouted. The Goddess of Thunder stormed past the crowd, a dark cloud forming in the sky.

"Ho villains! I see my brother doth choose his champions well!"

Iron Man, the Hulk, Ant-Man, and the Wasp stood silently. The Hulk was the first one to speak. "Did anyone understand that?"

"Fear not, thou my heart be troubled, I shall free ye from thy enchantment!"

"Enchantment?" Ant-Man was about to ask for clarification when Mjolnir streaked through the air and knocked the Hulk back into a parked car. The crowd panicked and fled, leaving the street almost eerily silent.

The result was instantaneous. The Wasp and Ant-Man both shrank and retreated to the curb. Iron Man powered up his repulsor rays as the Hulk pulled herself free of the pulped remains of what was once a '62 Ford Fairlane. "Ok, just try that again goldilocks!"

The Hulk tried to lift the mystic hammer as Iron Man moved forward. The sun gleamed off his golden armor. "Lady Thor, I am asking you to turn yourself in."

"Surrender to Loki? Never!" With a slight gesture, her hammer flew from the ground (where the Hulk strained herself trying to lift it) back to her outstretched hand. Lifting it above her head, she slammed it to the ground. Lightening struck the ground around Iron Man.

Inside his armor, Tony Stark was sweating. "I've never seen such power! If I don't take her out of the fight quick, she could rampage across the country!" Waiting until the goddess opened herself up again, he fired twin repulsor rays. The beams struck Lady Thor full in the chest.

The goddess howled in rage and pain, but never lost her footing. "Fire mortal, you'll find the goddess of thunder is more than equal to thy flame!" To Stark's horror, she actually began to move forward, shrugging off the rays that would have punched through a tank with no effort.

"Yeah? What equal to me?" The Hulk pushed Iron Man aside and rushed forward. He managed to switch off his rays before he hit any buildings, but he caught the goddess of thunder directly in the face. He gasped in disbelief.

Lady Thor's face was burned, and burned badly; her helmet had been knocked free of her head, and he could see smoke rising from her hair. Aside from that, she bore no other injuries. The Hulk reached out and gripped her arm.

The Hulk had both hands on Lady Thor's wrist. She was trying to get her to drop the hammer, but had no luck. "You're strong Blondie, I'll give you that."

Lady Thor smiled and nailed the Hulk with a left cross. "Aye, your strength is almost as great as my own. Perhaps when thou art free we could spar."

The Hulk shook off the blow and drove her foot into the Asgardian's instep. The golden haired warrior refused to drop the hammer, but she faltered and dropped to her knees. "Get it through your head lady, we're not the ones attacking!"

"Bah!" Lady Thor forced herself to her feet. "A pawn's decrees!" She tapped Mjolnir against the ground three times, sending lighting bolts streaking through the sky. The Hulk took several million volts right to the chest and staggered back. "Why won't you fall?" She dragged herself to her feet. Her tone was more angry than curious. The wind began to pick up, as the sky grew darker. "By the gods of old, by the power I wield, I bid thee fall!"

The whole block went white, as lightening, great streaks like the hand of some ancient force, seemed to tear through the clouds and envelop the Hulk. Iron Man, blinded and deafened by the attack, rushed forward and tackled Lady Thor. At point blank range, he fired his repulsor rays.

The reaction was immediate. Lady Thor turned her attention from the Hulk and focused on him. With a balled fist, she batted him aside. Tony saw stars swimming across his eyes as he tried to regain his footing. He heard her heavy boots stomping closer to him, but he found his legs wouldn't respond.

As she lifted her mighty weapon, she suddenly dropped it. Her hands went to her eyes, clawing. Screaming incoherently, she staggered back. With a scream of protest from his armor, Tony looked up. "Ants?"

Thousands of ants were swarming over Lady Thor's head. Madly clawing at the biting horde, her hands suddenly went to her ears. "What madness is this?"

The Wasp was presently not enjoying her current surroundings. Inside Lady Thor's ear, she had enlarged herself only an inch, but it was enough to get the goddess's attention. With Ant-Man directing an entire army of ants, Lady Thor was driven to the ground in seconds.

"Hey long hair, remember me?" Lady Thor looked up, tears running down the raw cheeks. The Hulk loomed over her. Smoke was still rising off of her gray skin. She reached out for Mjolnir, but the Hulk's giant fists enveloped her hand. "If there is one thing you don't want me to be, it's angry."

Lady Thor never saw the blow. She felt her breastplate shatter as she flew backwards. She hit the ground and lay still. The Wasp crawled out of her head and resumed normal size. "Is it over?"

"Wonderful!" A booming voice came from the sky. Before their startled eyes, a thin man dressed in green and gold appeared. "Truly, I have witnessed battles between gods that less epic than this!"

"Who are you?" Iron Man was helped to his feet by the Hulk and Ant-Man.

"Someone." Loki held up his hand, ignoring their questions. His attention was drawn to the fallen Mjolnir. After a few seconds, much to their shock, the mystic hammer was replaced by a gnarled piece of wood. Loki picked it up and strolled over to the frail form of Jane Foster.

Casually picking her up with one hand, Loki began to slowly float away. "Wait!" The Wasp shouted. Loki stopped and stared at her.

"What manner of mortal dares stop a god?"

"I do. Who are you, and what just happened?"

Loki grinned, and the Wasp felt her blood go cold. "I will tell you no lies. I am Loki, son of the giants and heir to Asgard. At least, I will be once I dispose of this flea."

"You mean you tricked us into fighting her?" The Hulk rumbled.

"My, and I thought your intelligence was lowered in thy beastly form." Loki's laughter echoed throughout the street. "I will explain my motives, but not here. Meet me in yon forge." A green arrow appeared in the sky. "Since this victory was too easy, I desire more sport. If you fools can best me fairly, I might tell of my plans. Or perhaps I shall just return this mortal to you. Either way, I shall be there." He faded away, taking the unconscious Foster and her cane with him.

They took stock of themselves. Iron Man's armor was dented and cracked. Unknown to them, his power cells that kept his heart beating were still working, but the question was for how long? The Hulk was bruised and burned. Her incredible muscles were healing, but far too slowly. Ant-Man and the Wasp were the only ones not injured in some way, but they knew their powers would be of little use against Loki.

"So what's the plan?" Ant-Man looked around.

"We put that guy in the ground." The Hulk cracked her knuckles. "Who wants to help?"

~L

Loki dumped Jane on the ground. "Amazing, such injuries would fell a god, yet on her…," Jane had numerous bruises on her body, but only bruises. "An interesting development; I would have not have guessed that injuries in one form fail to transfer to another." Taking the cane in his hand, he twirled it around briefly. "To hold the hammer of Thor, the irony is too much!" He casually tossed it to the ground. "I could end the both of you here, but my plans require you to be among the living for a little while longer." Turning around, he spied the assembled mortals making their way towards him. "I suppose if I am to strut upon this stage I should be attired as the proper character." He moved away from Jane and strolled through the interior of the foundry. The workers fled when the fight started, which was just as well. "This fight is not for spectators."

Hearing the mortals approaching, and after checking to make sure the gnarled cane was within the proper distance of Jane Foster, Loki strolled boldly out into the open air. The Hulk landed first.

Her skin was burned and her clothes tattered, but he could see the rage bubbling under the surface. Iron Man was behind her. His armor was dented and cracked, but he still marched forward. Ant-Man and the Wasp trailed behind them. They looked to be in better shape than the former, but he also knew their power was lesser.

Clapping his hands together, Loki chuckled. "The gang is here." His expression changed to one of concern. "That is how you mortals say that expression, correct?"

"Actually it's 'hail, hail, the gang's all here'" Ant-Man interjected, but quickly backed down.

"Ah, my mistake. I admit your slang and euphemisms still give me trouble."

"Pal, we're about to give you a lot more." The Hulk clenched her fists.

"I don't doubt it, but how can you battle something like this?" With a snap of his fingers, Loki's skin and clothes turned green. Heat radiated off of him as the ground began to sizzle.

"He's radioactive!" Iron Man shouted as his internal sensors screamed out warnings.

"Get behind me!" The Hulk moved in front of the group. "I'm used to it."

"Perhaps, but tell me giant, how much can you really hold?" Loki smiled as the brightness increased.

Ant-Man and the Wasp slipped away. Around the foundry, and in their shrunken forms, a plan hatched. Hank moved over to a series of levers while Maria hitched a ride on a scurrying cockroach.

While the Hulk soaked up Loki's deadly attack, Iron Man moved to blast the god of evil. Quickly enlarging, Hank shouted to the pair. "Quick, knock him back here!"

Loki, distracted by his voice, turned just as Iron Man fired. The blast was enough to knock the trickster back several yards. "Fools! You think such an attack would be enough to stop me?"

Hank reached out and grabbed the nearest lever. For a reply, he pulled the lever, which released dozen steel beams from a crane overhead. They crashed around Loki, burying him under the metal.

The roll of thunder made everyone freeze. Lady Thor limped out of the darkness, the Wasp behind her. "Look who I found!"

"Aye, and my thanks." Turning her attention to Loki, Lady Thor glowered. "Thurd was never in any danger, was she?"

Loki's smile came back, eerie due to his glowing body. "True."

"This whole thing was a farce?" She tightened the grip on Mjolnir.

"Aye, and one you played so well." Loki was caught off guard as the Hulk picked up a fallen beam and slammed it against his head. The result was Loki being freed from his trap, albeit stunned.

"Quick, hit that molten lead!" The Wasp pointed to the large transport filled with molten lead, left abandoned when the fight broke out. Lady Thor caught on and aimed her hammer. It shattered one of the supports, sending the liquid metal cascading out and over Loki.

Loki tried to stand up, but the heat and pressure were too much. With an outraged scream, he leapt towards his foes one final time before the liquid metal enveloped him completely. With Mjolnir once back in her hand, Lady Thor caused a small storm to occur over the mound, cooling it quickly.

"Excuse me friends, but there is one task I must complete." Without any further warning, Lady Thor picked up the mound and with one heave, sent it flying into the sky. "There, hopefully Loki shall trouble us no more." The leaden lump sailed through the air, gaining altitude until it vanished.

"That was pretty impressive." Iron Man stepped forward.

"Yeah, you guys did alright back there." The Hulk folded her arms.

"Us? Heck, you were the one doing all the heavy lifting." Ant-Man gushed.

"Thy modesty speaks well, but thy valor speaks for itself." Lady Thor clasped a hand on Hank's shoulder, nearly dropping him. "Thine battle prowes rivals nearly my own."

The Wasp spoke up. "You know, together we were pretty good out there."

"You have a point." Iron Man had an idea. "Why don't we stick together? Like the All-Winners Squad did?"

"You mean as a team?" The Hulk looked skeptical. "I don't know."

"Come gray one, thy strength is nearly to mine own! Together, we could shake the very pillars of Midgard!" Lady Thor held her hammer out before her.

"Well, I'm convinced." Ant-Man stuck his hand out and placed it over Mjolnir.

"Why not?" The Hulk placed her hand over his. "I'd like to see anyone tangle with the likes of us!"

"I agree." Iron Man put his gloved hand over hers. "The world is changing, and it needs heroes of today."

"No, not quite." The Wasp put her hand over his. "It needs someone to right the wrongs, avenge the people."

"By Bifrost, 'Avengers!' That shall be our name!"

Breaking away, the group looked at the area as the workers slowly returned. A foreman stepped forward. "Hey, what happened here?"

Lady Thor looked at the older man. "Mortal, go forth and spread the word. The Avengers hath assembled!"

~A

In the wake of the clean up, various news agencies spread the word. The team had made no comments over anything, but word had spread to the White House. A few days later, once the areas ravaged during the fighting had been repaired, all five heroes stood before the president.

"Mister President, always a pleasure." Iron Man stepped forward with his hand out.

Kennedy shook it briefly before going down the line. "The reason I called you here is simple." He returned to his chair. "Things are growing tense around the world. Russia and China are in a space to create more, ah, individuals like yourselves, European magic is getting stranger by the day, and the alien encounters are growing by the week."

"What do you want of us Mr. Kennedy?" The Wasp asked, slightly breathless.

"I want you five to remain a team. The Avengers has a nice ring to it." He shook his head, getting back on topic. "Officially, you are independent. Iron Man's employer Mister Stark has already agreed to front your operation, but unofficially I want you to work with us."

"And not tell the people?" Ant-Man was troubled. "Why can't we just be honest?"

Kennedy shook his head. "I sympathize, I do, but if the United States government unveiled what is essentially five new kinds of weapons, it could start a whole new arms race, one which I doubt anyone would win."

"So we stay in the spotlight, but as an opening act?" The Hulk grumbled. She wasn't comfortable with the idea of more deception.

"Something like that. Right now, the public wants you. New heroes for a new age and all that; but the road ahead is not going to be easy."

"Sir, we all love our country, but if we had to expose ourselves-" Iron Man started to talk, but an upheld hand silenced him.

"I understand, but no, I won't have you reveal your identities to the people. You can work out something later, but in the meantime I want you all to relax. You're not soldiers. I am granting you some limited authority, so you can be more effective." He pushed a series of envelopes. "Everything is explained in greater detail. Right now though, relax. You five have earned a break."

~L

Meanwhile, back in Asgard

Loki inwardly smiled as he outwardly fumed. A team of dwarfs chiseled away at his iron cocoon. "Blasted metal, weakening my magic!" That had been the only snag in his plan.

Freed, he left the underground forges and moved back towards the golden spires of home. "It worked perfectly, I must say." Loki's spirits soared. "With all five pieces on the board, it would be child's play to smash them all!"

He corrected himself. "No, that would be too easy. Odin, dear all seeing blind man Odin, must be told of this travesty. And then…" he chuckled as he walked. It carried across the land, chilling the marrow of every living thing.

The end

Avengers Assemble!

Well, here's another issue. Boy, this one took a while to get here, didn't it? I hope you found the wait to be worth it.

To begin, this tale was based on "The Coming of the Avengers!" which first appeared in The Avengers I#1 (September 1963) with credits to Stan Lee (script), Jack Kirby (pencils), and Dick Ayers (inks). All characters and concepts owned by Marvel Comics/Disney Inc. all rights reserved.

So, basically, who are the Avengers? In a word, they are the big guns. The best of the best, cream of the crop, etc. and they are going to be on the forefront in the Marvel Universe. Much like the other Marvel books, you can expect some similarities to the main Marvel books, but there are going to be some differences. What kind? Well, you're just going to read them to find out, eh?

And an extra special thanks to Darci for proofreading this.

Be here next time when a surprise villain makes an appearance.

And also be sure to watch out for the next upcoming works:

Journey Into Mystery#15-Lady Thor battles the Lava Men

Sensational Comics#14-Trial by Sorcery

Tales to Astonish#13-When Cyclops Walks the Earth

Amazing Fantasy#5-The Grim Ghost!


	2. Death Traps of Doctor Doom

The Avengers

The Death-Trap of Doctor Doom!

"Good evening America. Tonight's special report is over a group of unique individuals who have recently banded together."

"I'm speaking of course of the Avengers. Composed of Lady Thor, Iron Man, the Hulk, Ant-Man, and the Wasp, these five have already made headlines across the globe. The question is, however, why? Some heroes, such as the Fantastic Four, have given their blessing to this eccentric assortment, while others have remained silent. "

"Backed by millionaire Tony Stark, the munitions magnate has even allowed the team to move into his New York City mansion. But what do we really know of this group? The Hulk, pardoned of all crimes by the president, has never given any kind of statement. Representatives of the United States Army have until recently denied the very existence of the Hulk."

"Lady Thor, seen here battling so-called god Loki in our nation's capital, has spoken at length about her role as a hero, but religious leaders have called her to task for her claims of divinity."

"Iron Man, issuing the following statement, has sworn that the Avengers will be a peace keeping force to protect the common man, but what of Iron Man's protection of Stark Industries? Will this lead to a conflict of interest?"

"And what of the two most mysterious members, Ant-Man and the Wasp? Reports from Center City have them portrayed as stalwart defenders of the city, but what is their background?"

The television report was playing on most sets. In the heart of New York City, a crowd was assembled outside a store, watching the newsman relate the Avengers' founding with increasing awe. "You think the Hulk can be trusted? I heard she destroyed a bunch of towns out west!"

"Aw Lady Thor can handle her, no sweat!" A ball cap sporting youth dismissed his older companion.

"You mean Iron Man can handle it. Tony Stark's no dummy!"

Elsewhere, similar conversations were happening. Inside the famed Baxter Building, the Fantastic Four had finished watching a similar news report. "So, it looks like we have some competition." Reed Richards, the self-styled Mr. Fantastic, switched off the television set.

"Great. More super heroes mean we can focus on actual science rather than arrests." Sue Storm entered the lab, her arms filled with reports and letters.

"Nuts, busting crooks was the only exercise I get!" Ben Grimm, better known as the Thing, grunted. Supporting a large device that seemingly defied several laws of conservation on his back; he scowled when the last member of the team flew in through an open window.

The Human Torch doused his flame before he set down. "Did you get the parts Johnny?" Reed extended his hand across the room. Johnny Storm slipped a small fireproof box from his belt and handed it over.

The fire controlling youth shook his head. "Man, it is crazy out there. All everybody wants to talk about are those Avengers! I was thinking of putting in an application myself."

"Yeah, that'll be the day!" Ben placed the contraption down near Reed. "Why, I remember when I fought the Hulk. That dame can pack a mean punch, but there's no way she's strong enough to help that team!"

"I wouldn't let her hear you say that old blue eyes." Johnny snapped his fingers, sending a small fireball to bounce harmlessly off Ben's broad orange backside. "The way I remember it she knocked you around like an orange yo-yo."

"Why you little firebug!" The pair quickly broke down into an argument as Reed found himself forced to act as referee.

High above Midtown, swinging from a specially devised line, was the amazing Spider-Man. Landing on a ledge he fished change out of his costume and dropped it on a newsstand counter. Webbing a paper, he scanned the headlines with care. "Avengers? Wow, maybe I was too hasty trying to join the Fantastic Four. I wonder if they're hiring?"

In the heart of Westchester County, there was a special school. The front of the building bore the sign 'Xavier's School for Gifted Youngsters', but inside was a different scene. Deep within the bowels of the building was perhaps the strangest group of all.

Known as the X-Men, the five teenagers assembled before their leader. Professor Charles Xavier, otherwise known as Professor X, stared at the newscast as the black and yellow uniformed teens awaited his orders. After a minute of silence, Cyclops stepped forward. "Sir, this team…"

"I know Scott." Professor X wheeled himself away from the set. "I know you and Henry had dealings with the Hulk before, but what puzzles me is the Hulk's status. Cebero is unable to tell me if the Hulk is a mutant or not."

"So I take it we won't be getting a new team member?" Iceman, the youngest of the team, raised his hand.

"No, not yet, but the fact that the public is accepting of her is encouraging. Perhaps this could be the turning point in human/mutant relations."

The Angel flexed his wings. "They have power, but could we defeat them if we had to?"

Marvel Girl shook her head. "Warren, that's a pretty crummy thing to say!"

Their bickering halted when Professor X issued a mental command. "I understand your concerns, all of you, but we can't allow petty bickering to affect us. We still have to protect humans and mutants. I only hope the Avengers will be allies to our cause."

Nestled within the Bowery was a small street where the bohemian mingled with the destitute. Unknown to the world at large, which he preferred, was the residence of Dr. Stephan Strange. Formerly a world class surgeon, he had taken on another mantle: Sorcerer Supreme.

"Master, what do you think of these new heroes?" Wong had been serving the new Sorcerer Supreme for months, but despite Stephan's pleading he would only call him master.

"I'm not totally sure Wong. There seem to be more heroes appearing every month, but the threats seem to be getting worse as well. These Avengers could prove useful in the future."

Inside the stately home of Tony Stark, located at 890 Fifth Avenue, the first formal meeting of the Avengers was underway.

All five members sat at a large round table. Iron Man assured them Tony Stark would pick up the tab for anything, but the meeting broke down into squabbling after nearly a minute. The Hulk and Lady Thor, in particular, were not pleased to be sitting so close.

"Zounds, are those ratted garments thy only raiment?" The goddess of thunder arched her eyebrow at the Hulk's torn jumpsuit, straining against her muscles.

"Look Goldilocks, the way I see it you only need clothes for protection and modesty." She jerked a thumb against her chest. "I don't need any protection," she flexed her arm for emphasis, "and I have nothing to be modest about!"

"Thy prattle offends mine ears!"

Iron Man put himself between the two. "Look, settle down both of you! I understand this team thing is new to all of us, but unless we get some kind of order here we're not going to make it!"

"I agree." The Wasp joined in. "Since Ant-Man and I have the most experience working as a team, perhaps we should lead?"

"Ok, or maybe we could cycle through. More democratic if you like." Iron Man sat down, hoping the rest would follow suit.

"So Washington gave us the ok, so what?" The Hulk scowled. "I've been working for Uncle Sam, and let me tell you, it's no picnic."

"Aye, I have questions as well. Loki was able to deceive me. What if that infernal trickster succeeds again?"

Iron Man held up his hand. Inwardly he wished he could rub his forehead, but his golden helmet prevented that. "And those are valid points all, but we need to focus. What is our mission statement? Are we just going to respond to emergencies, are we going to patrol neighborhoods? Take down organized crime?"

"Why not all of the above?" Ant-Man suddenly spoke. The room fell silent as he stood up. "I understand your problems, but look at this world. The Fantastic Four are scientists, Spider-Man is, well, I'm not sure what he is, and the mutants? I don't even know where to begin."

"I think we need to do it all. Large and small; Iron Man, we need to be there during emergencies to help the people, but we also need to aid the police. We can do things they can't. We have the power, so it's up to us to use it responsibly."

"I agree." Lady Thor slapped the table. "Let no mortal fear whilst we tread the land!"

"Excuse me sir, but a Major Bowman to see you." Edwin Jarvis entered the room. Tony Stark's butler had been part of the deal, something the other members had trouble adjusting to.

"Eh? Oh, send him in please." Iron Man moved away from the table as the major stepped into the room.

Bowman was dressed in the standard US Army dress. The Hulk cynically eyed him. He was tall, handsome in a rugged way, but there was something off about his manner. "The Avengers eh?" His voice was pure Midwestern.

"What can we do for you major?" Iron Man spoke first.

"I'm working with the National Security Council, and what I'm about to say doesn't leave this room." He shot a sideways glance at Jarvis. The older man bowed his head and left.

"Are any of you familiar with Doctor Doom?" Bowman removed a small box containing a series of slides from his briefcase.

"Somewhat." Ant-Man offered. "The Wasp and I had an encounter with that lunatic in the Micro-world. We were lucky to escape, but I thought he was trapped at microscopic size?"

"He might well be, but let me bring the rest of you up to speed." Bowman wheeled in a slide projector and dimmed the lights. Loading the first slide, the team saw a grainy picture of a hooded man in armor.

"This is Victor Von Doom." Bowman moved from the front of the room. "What we have is very little. We know next to nothing of his youth, but we do know he studied at an American school. Expelled, he seemed to vanish off the face of the Earth until he reappeared a few years ago sporting that armor."

"He rules the nation of Latveria absolutely. Besides his scientific accomplishments, it is believed he is a practitioner of magic as well."

"Magic? Really?" Ant-Man asked skeptically, but a glance from Lady Thor silenced him.

Bowman continued. "Some months ago, he attacked the Fantastic Four with a custom made airship. Richards and his party managed to defeat Doom and capture the airship, which brings me to my point." He changed the ship to show a massive ship, shaped like a dirigible. "The ship has resisted all attempts at entry. At 0600 this morning, the airship became active. All attempts to enter or capture the craft have met with failure. The ship's defensives have been activated and are being used against anyone near it. It is still stationary on our base in the Pines, but we're not sure how long this condition will stay."

"So you need us to recapture the ship and bring it back in one piece, right?" Iron Man secretly radioed a message to Jarvis. "Ready the car and inform the airfield."

"Correct. I have a transport ready to take you to-" Bowman was silenced when Iron Man stood up.

"Thanks, but not necessary. Tony Stark has given me the use of his private airfield. We'll be at the base within half an hour." Bowman was silent as the group quickly moved. Packing up his slides, he smiled.

Thanks to the use of Stark Industries latest jet, the team landed near the airfield ahead of time. Bowman exited the craft and waved off the guards as the Avengers stepped outside. Doom's airship was hovering over the main building. "It hasn't moved an inch since I left. Can your team get inside it?"

"We'll try!" The airship shook and started to move. "Avengers, assemble!"

Bowman stepped back as Iron Man's jets rocketed him towards the ship. The Hulk simply jumped, while Lady Thor swung her hammer. Before the Asgardian took off, Bowman leapt upon her back. "This is a military affair, I have to accompany you!" The thunder goddess looked annoyed, but she didn't counter him.

Iron Man opened the hull doors with ease thanks to his repulsor rays. Standing in the hanger, he waited with crossed arms as the rest of the team and Bowman entered. "I wished you stayed on the ground major."

"Nothing doing. This ship and everything inside belongs to Uncle Sam and I aim to keep it that way."

"Suit yourself." Iron Man and the rest of the team mulled around the hanger. "Ok, if we're going to bring this tub down, I think we need to split up."

"But shouldn't we stick together? Doom may have left booby traps." Ant-Man protested.

"Good point." Hulk grunted. "Why don't the strongest of us go ahead? The weaker ones can wait here."

"Thy tongue offends me, but I see the merit. Bowman, thou art brave but a mortal. You should stand your ground here. Perhaps Ant-Man or the Wasp could provide company?" Lady Thor flew off down a corridor before anyone could object.

"She's got a point. Mr. Stark briefed me on what to expect, the Hulk can handle just about anything-" Iron Man was interrupted by both the Wasp and Ant-Man.

"Look, I know my way around a set of transistors too you know!" Ant-Man fumed.

"Yes, and I'm not some meek domestic. The major is a fully trained specialist. I think he can stand by himself for a little bit."

"Ok, ok, it seems there is some dissension in the ranks." Bowman stepped between them. "I appreciate the gesture, really, but the Wasp has a point. I can watch myself just fine."

Iron Man's face was unreadable behind his golden helmet, but the Pyms got the sense he narrowing his eyes at them. "Alright, have it your way. I'm going to check out the engines. How about you two see if you can find the bridge?"

"Excellent. I'll stay in the hold in case you need me." Bowman saluted and walked off.

The corridor in front of the Hulk was making her uneasy. With every step, the lights came on, while every time her foot left a floor panel the lights behind her would turn off. "Like someone is herding me." She turned a corner into a dead end. "The major might be mad if I knocked this wall down…" She turned back to retrace her steps when a panel on the side wall suddenly opened. "Another room?"

She carefully peered inside. The floor tiles under her feet lurched, sending her forward into the room. With a savage snarl, she was on her feet, but the door slammed shut. A mocking laughter filtered in through a hidden speaker. "So, the infamous Hulk has fallen into my trap, eh?"

"Alright Doom, you got me. When I get out of here buddy, I'm going to peel that suit of yours apart like a banana!"

"I have no doubt, but the key word is when, and I believe that would be rather hard in your state." The floor began to move and shift. The walls followed suit, only they were spinning in the opposite direction. High powered blasts of air pushed her off her feet.

"What's going on?" The Hulk shut her eyes as the walls flashing rapidly in front of her hit her with intense vertigo.

"A similar device is employed by your space agency to see how humans withstand g-forces, except my version won't stop. " Doom signed off as the Hulk tried desperately to find a hand hold somewhere.

Lady Thor had landed in a large open room. "Odd, no place for a crew. Where do they supp? If robots were used, as Iron Man suggested on the plane, why have a room this size at all?" Unseen by her, a series of small hatches opened. A loud speaker blaring focused her attention away. "What trickery is this?"

"Ah, an actual deity graces my ship." Doom's sarcasm was dripping even through the speaker. "You cannot imagine my surprise."

"Show thy self coward!" She glanced around, unaware of the danger behind her.

"You'll find that Doom is many things my dear, but a coward? Never," nozzles emerged from the hatches and trained themselves on the thunder goddess's back, "but I do take advantage of all opportunities before me."

Before she could question such a statement, the nozzles fired. The projectiles were small black balls, glowing with a strange energy. Thousands of them struck and swarmed over her. "What the in all the hells?" She tried to swat them off, but found them sticking and merging, weighing her down.

"A little invention of mine. Don't bother trying to free yourself, as the material inside those globes is pure anti-matter. One good blow and you'll send yourself to Valhalla." Doom's mocking tone was drowned out as the orbs swarmed over her head.

Iron Man moved carefully down the hallway. "This Doom must either be a genius or a lunatic. I've never seen such technology outside of Stark Industries!" Every control panel seemed to feature a new innovation. "This crate could probably travel through time if I pushed the right buttons." Stark's admiration for Doom increased as he entered the bridge. "At last!"

The design was Spartan. Aside from a single chair and a wall of control panels, the room was utterly bare. "He can control it all from here? No crew needed." He approached the panels. "Should be simple enough to open this puppy up and shut her down. I wonder how the rest of the team is doing?"

He hadn't heard anyone on the radio, but that wasn't too shocking. "Probably has radio jammers everywhere, but I probably need to contact them after I finish."

The second his fingers touched a random button on the panels, electricity arched and surged through his armor. "What?" He gasped as internal sensors screamed in protest as power cells overloaded and popped. Staggering away, he toppled over as his servos locked up, leaving him trapped inside his armor.

"A rudimentary trap; I see Stark doesn't pick his underlings for their intelligence." Doom's voice seemed to be everywhere. "Although I will enjoy seeing how that armor of yours compares to mine once I've fully drained it of energy."

Stark ignored Doom's words as he struggled to breath. The power supply of his armor also was the only thing keeping his heart beating, and it was running out of juice. Sweating, Stark tried to rise as an ominous beeping rang in his ears. "Got to recharge my chest plate or I'm a dead man!"

The Wasp glanced around as Ant-Man stepped into the armory. "Amazing!" Hank gasped as he looked over the exotic weaponry. "Honey, you have to see this!"

Wasp followed his gaze. "Anti-gravity, DNA alteration, this is place is fantastic!"

"I'm glad you agree." Doom's voice echoed. The walls began to move in. The Wasp suddenly shrank and slipped under the door before it closed fully.

"I wouldn't worry about your partner, Ant-Man." Doom's tone remained cordial. "I've outfitted the room with a series of concussion bombs. If you shrink and try to disable them, they will explode. If your mass decreases at all, they will explode."

Ant-Man pounded at the walls in frustration, but inspiration suddenly struck him. Removing his belt, he removed the pills needed to shrink. From there he began to mix and refine the chemicals. "So, I can't decrease eh?"

The Wasp grew back to her proper height. A brief attempt to radio the others proved futile. "Blast, Doom must have captured the rest!" Retracing her steps, she rushed back to the hanger. "Major!"

Bowman was calmly cleaning his pistol. "Major, we have a situation here."

"I know."

The Wasp stopped and stared at his gun. "Wait, that's a Mauser C96!" She recognized the design. A German antique pistol was a very unusual thing for an American officer to carry.

Bowman holstered the gun and smiled. "Perhaps I overplayed my hand, but I am impressed that you managed to avoid the pitfalls that claimed your comrades." Bowman removed the insignia from his shoulder and flung it towards her. It cracked open, releasing a greenish gas. The Wasp choked and staggered back. Bowman unbuttoned his jacket and threw it aside.

Opening a secret panel, Bowman stepped back as machinery hummed. On a pedestal and stand was the mask and armor of Doctor Doom. After making sure the Wasp was properly bound (and shrunk down small enough to place inside a crystal ball), Bowman stepped over to the stand.

A realistic flesh like mask fell away, as did the outer trappings of an American major; within Bowman's place stood none other than Doctor Doom. "Now, let's see how my guests are." Issuing a command via the wall panel, the airship lurched as it finally broke away from the American base and began its journey towards Latveria at top speed.

As Hank prepared his chemical concoction, he heard a muffled cry for help. "Hello?" Moving past stacks of exotic lab equipment, he found a bound and hooded figure tied to a chair.

Quickly yanking the hood free, Hank gasped at the sight of the man's face. "Major Bowman?"

"Yes?" The major was unshaven and disheveled. "Do I know you?"

"You brought my team onto this ship." Hank untied the man. The major rubbed his raw wrists and slowly stood up.

"Impossible. I was inspecting this ship yesterday when I was gassed. I woke up here."

"Then Doom's been impersonating you the whole time!" Hank shook his head. "And I have no time to waste."

Leaving the major alone, Hank finished his experiment and downed the contents. "You might want to stand back sir."

Bowman raised his eyebrow. "Why? What can you possibly do?"

"Doom said I couldn't shrink, but he didn't say anything about my growing." Hank grimaced as his body swelled in size. Towering over the major easily, he leaned against the walls and pushed. The metal gave way and fell to the floor with a clang. "Although I guess the moniker Ant-Man isn't appropriate anymore." He shrank back down to his original size within seconds.

Bowman's eyes bugged out. "How did you do that?"

"Funny enough, a total accident. I'll tell you about it later." He removed a small box from his belt. "Come on, we've got to find everyone!"

Enlarging himself to an impressive ten feet, Hank took the point and barreled through doors blocking off the hallway. "With the radios Stark gave us, I can track everyone's movements!"

Rounding a corner, he stopped short. "Stand back!" He grunted as he gripped the metal wall with both hands. The metal gave way with a deafening shriek. The Hulk was launched out into the hall, landing with a thud.

The Hulk was both gray and green as she stood up. "You ok?"

"Give me a minute, but I'll be ok. Where's Doom?"

The sensor on Hank's belt beeped. "Possibly around, let's go!" He shrank down as the Hulk pushed ahead.

Stopping before another sealed room, the Hulk kicked the door. The metal gave way and fell with a thud. The black bubbling mass before them gave them pause. "What is that?" Bowman pointed his finger.

In response, the mass began to move and spin. The blackness was quickly intercut with brilliant flashes of light. Within seconds, the spheres vanished, leaving only Lady Thor. Panting, she hooked her hammer onto her belt as Hank and the Hulk rushed towards her.

"Among Mjolnir's many abilities, I possess the ability to rend open space and time. Doom was not aware." She wiped her brow. "Now, to battle!"

Finding Iron Man was easy. Tearing through the floor, the group found him lying on the ground as the machines around him siphoned off energy. The Hulk landed on the nearest one, destroying it. Lady Thor and Hank rushed to Iron Man's side.

The Armored Avenger weakly grasped Lady Thor's hand as she kneeled beside him. "Weak, need energy in chest plate!"

"Stand ye back! The storms themselves are mine to command!" She tapped her hammer on Iron Man's chest plate as a storm was summoned. Lightening arched through the room, avoiding everyone else. It struck the center of the golden armor.

Shaking off the effects, Iron Man rose to his feet. "Better. Not a recharge I'd want to go through with regularity, but good." He glanced around. "Where's the Wasp?"

"We're on the way now." Hank began to say as the entire ship suddenly listed to the side.

"Doom must be scuttling the ship!" Bowman began to panic. "He's trying to kill us all!"

"Well, he hasn't succeeded so far!" The Hulk punched a wall. "Come on!"

Almost in answer to her boast, in full armored splendor, was none other than Doctor Doom. "True, but then again I wanted you all here and weak before I made any kind of move." Doom drew his pistol. "Now, I assure you this pistol is more than capable of disabling all of you. Stand against the wall, please."

For a response, the Hulk balled her fists and punched Doom in the face, removing his head from his shoulders. "Hulk, no!" Hank was horrified, but his horror gave to confusion.

Before them, the body of Doom stood. Perfectly, and without a single trace of blood. Bowman approached the body, sidestepping the still pointed pistol. "A robot!"

The ship leaned dangerously to the right, forcing them to move. Iron Man stopped long enough to admire the detail on the robot. "Fascinating!"

Smashing into the main hanger, Hank pushed past all of them when he saw the small bubble holding the Wasp. "I can't find any way in!" Noticing the Wasp's weak movements, he paled. "She's running out of air!"

"One side!" The Hulk snatched the ball from his hands. Instead of crushing it, as Hank feared, the towering Avenger firmly gripped both sides and pulled. Hairline cracks formed, finally resulting in the Wasp slipping free.

Growing back to her normal size, she groggily looked around. "What happened?"

"This way!" Bowman shouted as he pressed a button. A door opened with a hiss, revealing a padded chair surrounded by equipment. "I discovered this when I first entered the ship, it's an escape pod!"

"But there's only room for one." Iron Man noted.

"Iron Man, you're hurt more than the rest of us. You take it." Bowman started, but Lady Thor shook her head.

"Nay, there has been too much battle today. It should not end with death."

"I'm just doing what Uncle Sam paid me for. I have as much right to sacrifice myself as any of you!" Bowman protested before the Hulk suddenly shoved him inside the pod and launched it.

"What are you doing?" Hank shouted as a warning klaxon began to ring. "Wasp and I could have shrunk down and ridden with him!"

"Hey, just saving the tax payers a soldier's funeral. Besides, why don't you two just shrink anyway and hitch a ride with Goldilocks?"

"The plan has merit." Lady Thor agreed as she smashed a hole open as smoke began to pour in from someplace.

Hank and the Wasp quickly shrank down to barely an inch and fastened themselves securely in Lady Thor's hair. Hank's words were lost as the group jumped free of the ship. Freefalling, they each made their way to the ground in their own way.

Iron Man possessed just enough power to activate his rockets. Lady Thor directed her hammer to the ground. The Hulk, meanwhile, simply dropped like a stone.

Later, after much catching of breath, the group looked at the flaming wreckage. They had crashed in the barren Jersey Pines. By an odd stroke of luck the debris had landed far enough away from the trees, sparing the woods from burning.

"So Doom did all this, but why?" Hank gazed at the destruction. He and the Wasp were both sitting in the back of a jeep under a blanket. A quick radio call to the base got them transportation within minutes. Iron Man had already hooked his chest plate up the vehicle's battery.

"Mayhap he was testing us." Lady Thor shook her head.

"Well, we'll be ready for him next time for sure!" Wasp moved closer. "We had some rough patches today, but we survived and nobody died. Isn't that the important thing?"

"You think the real Doom was ever there?" The Hulk looked at the burning wreckage and ignored her.

Across the ocean, nestled deep within the Bavarian mountains, was the small nation of Latveria. Doctor Doom sat on his throne, staring intently at a monitor. The footage was rough, but he was able to see the Avengers and their escape. "You'll never know monster" Doom mused. True, the loss of the ship was an aggravation, but with the data he gathered he considered it a fair loss. "Next time, Avengers, Doom will deal with you directly."

The end

Avengers Assemble!

From Eavatar

_Great job, keep it coming!_

And I'd like to have a new story every week, but this past December proved that was a bit harder than I thought.

From Wolvmbm

_Please do keep up the good work upon such a great story as I can't wait to see what happens next in this brand new series_

Sorry to trim you letter, but so things are going to be difficult for this team, but then some things are going to easier. Secret identities will play a part, I assure you.

From They Call me Bruce

_Nice to see you're still writing. Looks good_

Nice to see you're still reading. And thanks

From Darci

_Excellent, excellent inauguration for the team formed from the characters you've been introducing. Keep up the good work!_

As always, thanks, and an infinite amount of thanks for reading the previous chapter (and the other works too)

From Tiffani

_Great story, you did an awesome job, as you always do. It's very cool, thanks for sharing_

No problem, thanks for reading.

Be here next time when the team faces…the Space Phantom!

Based on the story "The Death Trap of Doctor Doom", which was first published in The Avengers#1/2 (December 1999) with credits to Roger Stern (script), Bruce Timm (pencils/inks), and Tom Brevoort (editor) copyright to Marvel, all rights reserved

Upcoming issues:

Sensational Comics#15- The Hulk VS Iron Man & the Angel

Tales to Astonish#14-Bebop Beatdown!

Amazing Fantasy#7-Call of the Cat!


	3. The Avengers Battle the Space Phantom

The Avengers

A Mighty Tale Told in the Mighty Marvel Manner!

The Avengers Battle the Space Phantom

"I hereby call this meeting to order!" Iron Man banged the gavel against the oak desktop. The Avengers sat around the large meeting table. Lady Thor drummed her fingers against the table, the Hulk shifted in her seat (which groaned under her weight), while the Wasp and Ant-Man seemed to be the only ones paying attention.

Carrying on, the Armored Avenger produced a series of papers from his briefcase. "Mr. Stark has been very busy, working with all local authorities to get us special status."

"Why? We're heroes, we need not some mortal's blessing to do our job!" Lady Thor fumed.

"True, but we don't need to foul up a police investigation or be sued. This way protects us as much as it protects the people."

The Hulk raised an eyebrow. "Speaking of Mr. Stark, where is he?"

"He's a busy man Hulk."

"True, but we hardly ever see him, plus there's so much we don't know about each other." The Wasp stood up. "I propose we conduct these meetings openly, without masks."

The Hulk smirked. "I agree with short stuff. Everyone here knows what I look like, how come I don't know any of your real names?"

Iron Man held up a hand. "Because of the security risk; if an enemy were to discover one of our identities, we could all be exposed."

"Yeah, but I don't have that option!" the Hulk snorted. "What about you Goldilocks, can you catch a cab with that hammer?"

"Watch thy tongue mortal!" Lady Thor tightened her grip on Mjolnir.

"Easy, both of you!" Ant-Man shrunk himself and flew between them on a winged ant. "Look, I respect other people's privacy. If we don't want to reveal who we are, we shouldn't have to."

"Agreed." Iron Man could feel the tension. "In other news, I suggest we have a rotating chairman."

"What, you don't want to call the shots all the time?" the Hulk put a hand to her forehead, faux scandalized.

"Very funny, but no. We all wear the mantle of leadership, so the responsibility should be shared."

"Agreed, but how do we decide? Musical chairs, drawing names out of a hat?" the Wasp leaned back in her chair.

Iron Man stopped. "Good question, but I think we can settle on who leads for right now by just picking the next person. I nominate Lady Thor" The meeting broke down into talking and various points being brought up.

While the first official meeting of the Avengers was happening, something else was taking place in Central Park. To a casual observer, nothing seemed amiss. The fabric of reality, however, rippled and cracked as something was forced through.

A large rocky sphere, not unlike a meteorite dropped down into the wooded area. The shell broke and a long slender arm emerged, followed by a torso. The being, who slithered out of the rock and jerkily moved towards the open areas, took in the new surroundings.

"Ah, so this is Earth in the mid-20th century!" The creature spoke. Its voice was raspy and had a strange echo quality. "The Space Phantom shall conquer this world and time!"

The Space Phantom stopped. "No, the mission must come first! I must find the Avengers, they must be tested!" the Space Phantom echoed words that came from elsewhere. "If I finish, then perhaps my master will reward me!"

The Space Phantom slinked through the park, stopping short when it spied a man walking alone. "He will be the perfect tool for my mission!" The Space Phantom walked, almost gliding to the man. "Greetings!"

The man, a professional looking fellow with a briefcase and business suit, staggered back. "Who, what are you?"

"I am the Space Phantom, and I am also you!" Before the man's horrified eyes, the Phantom's body quivered and shook. Pale purple flesh lightened to the man's pallor as the Phantom's purple jumpsuit shifted and starched, becoming a perfect replica of the man's suit and briefcase. Within seconds, the Space Phantom now resembled the man perfectly.

"How did you do that?" the man gasped.

"Science beyond your understanding Earthling, but since I can't have you running around…" The Space Phantom waved his hand. The man faded away. Before he vanished entirely, the Space Phantom chuckled. "Fear not Earth man, you will returned when I find someone else to take your place in Limbo."

His disguise now perfected he made his way towards his target: Avengers Mansion. Cocking his hat at a jaunty angle, he strolled towards the home of his unsuspecting enemies.

The meeting was about half a joke away from breaking into a free for all when alarms began to sound. "By Od's Blood, we are under assault!" Lady Thor leapt from her chair.

"Get your girdle untwisted Blondie, I'll take care of it!" the Hulk casually left the table and headed for the door.

Iron Man flipped a nearby switch. The mirror over the fireplace slid away, revealing a closed circuit TV monitor. The picture came into view. A plain looking man had just entered the mansion's grounds and was walking towards the main door. "Who the blue blazes is that?"

"I'm not sure, he looks so…ordinary!" the Wasp was puzzled. "Ant-Man?"

"No, he's a stranger to me too, but I bet he isn't a Fuller Brush seller."

"Like I said, I'll handle it." The Hulk opened the door and slipped out.

"Shouldn't we assist her?" Lady Thor unhooked her hammer, but Iron Man held up his hand.

"No, let's wait. Anyone confident enough to stroll up here and" the alarm changed to klaxon. "Oh no!"

"What?" the Wasp drew her stinger from her belt. Ant-Man readied a dose of his altered Pym particles.

"The stranger, he's inside the mansion!" Iron Man swore. "I have the most advanced security on the planet, and this guy just opened my door like a toddler getting into a cabinet!"

The Space Phantom strolled the halls with no urgency. "So, this is the famed headquarters? Such a weak structure, but then for this time period I suppose it was good enough." The Phantom stopped when the Hulk rounded the corner. "Ah, the Hulk, just the creature I wanted to see!"

"Yeah? You looking for trouble skinny?"

"No, but I am looking for you!" The Space Phantom smirked. The Hulk faded away as the Space Phantom's body shifted and stretched. The business suit tore and reshaped to the Hulk's torn utility suit. "Now, with the Hulk's power, I shall see how worthy the Avengers are!"

Back in Central Park, a very confused man stumbled back onto the main path. "That's it, I'm moving to Cleveland! Nothing insane ever happens there!"

The Space Phantom, as the Hulk, walked back to the meeting room. "Ho, friend, what was the meaning of the intrusion?" Lady Thor asked. "We see no trace of yon interloper on the gazing screens, what became of him?"

"Nothing! Just like the lot of you, a big bunch of nothing!" The Hulk roughly shoved Lady Thor to the ground. "I'm the strongest one of you lot, why do I need any of you?" She easily picked up the table and snapped it in two before stomping away. "Anyone tries to follow me, I'll do worse to them!"

The team was silent for a moment. "Well, that was a bit rude!" Ant-Man gasped.

"But strange, true the Hulk isn't the most cheerful person on the planet, but that was odd even for her!" The Wasp marveled. "Something is wrong!"

The Space Phantom roamed the halls. "I need to get away from here and get the Avengers somewhere where they will be at a disadvantage!"

As the Space Phantom mused, Rick Jones rounded the corner. "Oh, hey Hulk!"

The Phantom froze "Blast, this Earthling must know my disguise somehow!" The Phantom turned and ignored the youth. "Go away, I don't have time to deal with you right now!"

"What? But Hulk, your old man said he wanted to talk to you right away!"

"This creature has a father?" The image of an older Hulk made the Phantom chuckle. "Ah, of course, I had better go and deal with it then."

"Great, do you mind if I tag along?" Rick climbed onto the Hulk's back.

"What are you doing?" the Phantom flinched as the sound of footsteps echoed off the walls. "The Avengers are closing in!" Panic thoughts raced through the Phantom's mind. "Is this fool trying to subdue me?"

"Hitching a ride, what else?" Rick scratched his head. "Are you feeling ok?"

"Fine, just fine!" the Phantom knocked opened a set of French doors and lumbered out into the garden. With one leap, the faux Hulk cleared the wall and bounded across town. "What power! I knew this creature possessed strength, but I had no idea the sheer amount!"

Leaping around, the Phantom quickly left the state. Rick said nothing, but he noticed with a growing apprehension that the Hulk was taking him towards New Jersey. When they touched the ground, Rick began to worry.

"Say Hulk, are you ok?"

"What? Of course, why do you ask?" the Phantom tried to sound pleasant.

"Well, we're about ten thousand miles off from where old man Thunderbolt is." Rick began to run through his options. The Hulk looked ok, from what he could gather, but the voice was off. It sounded the same, but the general attitude was just bothering him. He decided to test her. "I guess you wanted to stop by Doc Banner's lab first, right?"

"Yes, I'm sorry if I didn't tell you before." The Hulk nodded, and Rick felt his heart quiver.

"Whoever or whatever this is, it's not the Hulk and I'm completely alone with it."

Rick decided to play along. "Well, in that case, why don't you go and talk things over with the doc and I'll catch the bus?" He slid off her back and backed away.

The Hulk, or whoever the imposter was, moved towards him. "No, I think you should stay right where you are…" the Hulk's voice rumbled.

Tearing a tree free, the Hulk held it like a bat. "You're smart human, but not smart enough." Hefting the tree overheard, the Hulk lumbered towards him.

Rick stared in horror as he scrambled backwards. "Now, wait just a second here, whatever your plan is, the Avengers can stop you!"

The Hulk smirked. "No, I think not. I don't need anything you can give me, so I'll just be killing you now."

The Hulk reared back and prepared to deliver the killing blow. As the tree swung down, a crack of thunder split the air. Rick shut his eyes as a blinding flash streaked from the heavens and struck the imposter.

"Hold it!" Iron Man hovered in the air. The red and gold armor shined in the early afternoon sun. On the Armored Avenger's back was a series of large cylinders. Iron Man instantly shifted them into his hands. "Ok whoever you are, one false move and this Missile Gun will punch you into next week." His voice was cool, but Rick heard the threat in the words.

The imposter laughed. "A most wonderful toy; I'm sure it lacks the strength of this form, but for now…" the imposter gestured towards Iron Man. Before Rick's eyes, Iron Man slowly faded from view, dropping the Missile Gun into the imposter's hands.

The familiar grey toned flesh of the Hulk quickly gave way to Iron Man's red and gold as muscle shrank and reshaped. Within the blink of an eye, the Hulk had changed into Iron Man. Picking up the Missile Gun, the faux Iron Man took to the sky. "The boy is of no value, and with this form I can gain the other's trust easier! By the time he reaches them, I'll have already succeeded!"

The Hulk reappeared inside the mansion. "Where the blue hell was I?" Glancing at a clock, the Hulk grew angrier. "Past noon? I've been gone for hours, but how?"

The rest of the Avengers were gathered around the Stark Industries when Iron Man returned. "Hail friend, what madness plagued the Hulk?"

"The Hulk has gone rogue. She killed the hostage and is tearing up the countryside." The others gasped at the news. "She escaped, but I think she might be headed back towards the mansion.

"Grim news indeed." Lady Thor swore. "Iron Man, I shall need thy hand to combat this foul menace, Wasp, Ant-man, return to the manor and contact the armies in case I fall in my quest."

Before either could protest, Lady Thor took to the sky, Iron Man trailing behind her.

The Wasp looked sick. "Rick, dead? I can't believe it!"

Ant-Man, silent during all this, suddenly gasped. "Oh no!"

"What's wrong?"

"That wasn't Iron Man!" Ant-Man adjusted the monitor in his helmet.

"What do you mean?"

"I mean he smelled different. He looked and sounded the same, but he gave off an odor my ants couldn't identify."

"Couldn't that have been a result of the fight? Exhaust from his boots?"

"No, and that's just it now that I think about it. His jets didn't have any exhaust! There was no smoke at all!"

"Strange…but we should still head back to the mansion. If that Iron Man is a fake, we need to tell Tony Stark."

The Hulk was in a fighting mood when the Wasp and Ant-Man returned. "Hey, where the heck is everybody?" She growled.

"Fighting you, I think." Ant-Man didn't believe the Iron Man imposter, but he was hedging his bets all the same. "If you're you that is."

"What? You mean someone is running around acting like me?" The vague image of the Space Phantom's transformation became clearer in her mind. "Stay out of my way, I'll slaughter the bum!"

"No Hulk, we should stick together." The Wasp held up a hand. "When we are alone is when we are attacked by our adversary."

The Hulk grumbled. "Alright, but carrying you two would slow me down."

"Not an issue!" The Wasp and Ant-Man both shrunk. Using a flying ant, they landed in the Hulk's hair.

Nodding once, the Hulk stormed out of the mansion and leapt.

"I see signs of destruction, but no Hulk. Could she have shifted to her weaker form?" Lady Thor landed after a fruitless search.

"The Hulk can shape shift?" The Space Phantom marveled silently. "I was unaware she possessed such power!" As Iron Man, the Space Phantom readied the missile gun. "Possibly; let's split up. You go north this time, and I'll take the south."

Inwardly, the Space Phantom salivated at the prospect of replacing Lady Thor. "With such power, I could lay waste to this entire planet by myself!"

"Wait friend, the Hulk returns!" Lady Thor motioned to a distant speck growing closer.

"What?" the Space Phantom choked. "She's going to kill us! Out of my way!" Shoving the goddess of thunder aside, the Space Phantom fired the missile gun. Five missiles launched at once, all of them targeting the Hulk.

The gray skinned behemoth took all five shots and fell to the Earth. Lady Thor and the Space Phantom were on her instantly. "Kill her!" the Space Phantom urged as the now useless missile gun was discarded.

"Hold it!" the Hulk stood up. The Wasp and Ant-Man reappeared before their eyes.

"Thanks for shielding us!" The Wasp turned back towards the Space Phantom. "Ok buddy, what have you done with the real Iron Man?"

"What madness is this?" Lady Thor looked at them both. "Has the insanity that seized the Hulk gripped thyself too friend Wasp?"

"No, but I'm about to seize more than that if you don't get out of my way!" the Hulk lunged for the Space Phantom.

"Look!" Ant-Man gasped as the figure in the Hulk's grip began to shift. The red and gold armor wavered and dulled to purple. The strange inhuman face of the Space Phantom glared at them.

"Bah, pathetic earthlings!" The Space Phantom tried to wiggle free, but the Hulk's grip put a stop to that plan. The Hulk noticed the Phantom's body seemed to be loose under her fingers, like gripping a plastic bag filled with water. "You'll never win!"

"Seems like we already did, now who or what are you?" Ant-Man approached the Space Phantom first.

"You may call me the Space Phantom! And when my master arrives, you will call me master!"

The Hulk chuckled. "If he's as tough as you, I don't think we'll have too much to worry about."

"That's what you think!" the Space Phantom pried an arm loose and pointed to Lady Thor. "When I replace Lady Thor, I will posses the power of a god!"

The wind picked up. The Space Phantom's face began to shift, but suddenly stopped. "What, what is happening?"A vortex opened above the Hulk, sucking in everything around it.

"You presume much mortal!" Lady Thor shouted over the rising gale. "The power of Mjolnir is not for everyone!"

"No, I can replace anything or anyone!" The Space Phantom was slowly being pulled from the Hulk's grip. "It can't end like this! My master will destroy you all!" The Space Phantom shrieked as its body, horribly distended, wiggled free of the Hulk's grasp. The twisted mass of purple flesh vanished into the vortex before vanishing with a flash.

"What just happened?" The Hulk looked at her hands with confusion.

"By trying to replace me, I banished the creature to limbo." Lady Thor scanned the horizon. "And I see our comrades hath returned." She pointed to the approaching figures of Iron Man and Rick Jones.

"So, you thought that imposter was me?" The Hulk groused when everyone was brought up to speed.

"At first, but we did learn the truth." The Wasp pointed at the group. "Iron Man was also replaced. If the ants hadn't detected anything, we may have gone along with that creature's plans."

"Hulk, we didn't know, plus this is something we've never encountered." Ant-Man argued.

"I suppose, but what if it happens again?"

"We'll have to be on the alert, obviously, but what if we have a code? Some kind of sign so we know who we're talking to?" Iron Man stepped forward.

"It couldn't hurt, of course I figured out that phony in a heartbeat!" Rick reminded everyone.

"Well, you already know who I am, and that reminds me." The Hulk turned away from the group. "I've got to meet with my father, he said something big has come up."

"Do you need our help?" Lady Thor offered, but the Hulk shot her down.

"No, I think I need to settle this on my own, but I'll keep in touch." The Hulk turned and jumped off into the night.

"So what happens now?" Rick scratched the back of his head as the other Avengers mulled around.

"Now? Now we prepare. That creature said it served a master. I want to know who and what, and how do we prepare for something like that." Iron Man ordered.

The end

This tale was based "The Avengers Battle the Space Phantom" was first published in TheAvengersI#2 (November 1963), with credits to Stan Lee (script), Jack Kirby (pencils), Paul Reinman (inks), and Artie Simek (letters), published by Marvel Comic s and all rights reserved.

Next time, be here when the Avengers meet…the Sub-Mariner!

Avengers Assemble!

They Call me Bruce

_Another well written chapter_

From Wolvmbm

_Nice idea of using the Avengers ½ story to continue with this series. I must say it was entertaining to see how the team fared against the plots of Dr. Doom. And great reactions to the many Marvel Universe heroes of the decade as their reactions to the Avengers were both interesting and understandable. However, now your next installment of the series is based upon the Space Phantom of Avengers #2. Here's my hope that history doesn't repeat itself and the Hulk leaves the team…again. One other question I wish to ask of you…have you seen the latest Avengers cartoon series on TV or on-line, if so what are your feelings on the matter? Please once again keep up the good work upon such a great series like this one. _

I have seen Avengers: Earth's Mightiest Heroes. Pretty good show

From Darci

_I have never read The Avengers 1-1/2, so this story was new to me. Avengers vol.1 #402 had had been published in September 1996, followed by the "Heroes Reborn" version in Vol. 2 (Nov 1996-Nov 1997) and Vol. 3 (Feb 1998-Aug 2004), so this issue appeared at the same time as Vol. 3#23 "wonder Man and the Vision Head –to-Head". Interesting choice by Marvel to present this retcon story! _

_Once again, you've presented a thrilling retelling of an Avengers story with your own spin on the characters. Did you debate naming it Avengers 1-1/2? Looking forward to the next adventure!_

I did consider calling .5 or something similar, but I felt issue 2 worked best. Also, many thanks for going over this.

Upcoming issues

TalestoAstonish#15-Defy the Porcupine!

AmazingFantasy#8-Bad Day on the Blacktop!

JourneyIntoMystery#18 and the Cobra!

SensationalComics#17-She-Hulk VS the Thing


	4. The Avengers meet the Sub Mariner!

The Avengers

The Avengers Meet the Sub-Mariner!

Deep within the private home of millionaire Tony Stark, a meeting was underway. The mansion was the meeting place for the super team known as the Avengers and one of their members had a problem.

"I'm telling you, if you leave her alone she won't be a problem!" Betty Ross argued.

"Maybe, but look, your mother escaped from an Army base. The public is getting restless and either we step in or someone else does." Iron Man shook his head. His red and gold armor was much sleeker than his previous armor. It allowed him a greater range of movement as he pointed out various plans spread across the table.

"Iron Man has a point, but surely we can bring yon Hulk back without the need for battle?" Lady Thor leaned forward. "I fear Mjolnir's might be needed elsewhere."

"Look, let me handle this! Right now my mother is scared and I don't blame her. If we leave her alone for a while she won't change and we can bring her in."

"Actually, from this accounts your mother changes involuntarily at sunset as well as from stress. So far her gray Hulk side hasn't caused any problems but I think we need to start casting our net." The Wasp enlarged and stepped off the table.

"Mr. Stark has been developing a new kind of broadcaster. I can use that to start talking with some of the other cape and cowl set. Ms. Ross, I need you to contact Rick Jones. Tell him to use that Teen Brigade of his to start looking and report back to us. Wasp, you, Lady Thor, Ant-Man and I need to stay here in case someone tries to contact us directly."

-IM

Iron Man slipped into the large underground lab and removed his faceplate. Tony Stark wiped his brow as he eyed his latest invention. "The others might be surprised to learn that Anthony Stark and his bodyguard are one in the same, but I'll cross that bridge when I have to;" he powered the strange machine up and slipped his face plate back into place, "Right now Iron Man has some calls to make."

The machine, he'd come up with a fancy name later, worked much like a telephone, save he could interrupt signals on any broadcasting medium. Targeting the Baxter Building, Iron Man projected himself into the television signal of Reed Richards, leader of the Fantastic Four.

"Dr. Richards, this is Iron Man. I need your help."

Reed Richards didn't even bother to turn his head as he worked on various formulas. The other members of the foursome were just leaving the room. "Hey stretch, how do you hang up a TV?" Ben Grimm, otherwise known as the Thing, poked the screen with a stubby orange digit.

"We're very busy at the moment Iron Man. What do you need?" Richards glanced up from his papers.

"We're looking for the She-Hulk. You tangled with her not too long ago and we could use some pointers."

"Again? We captured that dame once already!" Grimm fumed. "Can't you guys keep someone on ice for longer than a week?"

Richards continued. "I'm working on a gamma ray absorber but it will be days before it will be ready."

"That sounds promising, but we can't wait that long. If you get it finished feel free to bring it to Tony Stark's mansion." Iron Man signed off, returning the television to its normal programming.

Richards stretched his arm across the room and flipped the dial off. "Amazing! That Tony Stark must be a genius to invent such things!"

-IM

Discouraged, Iron Man thought back to an earlier encounter. "The Angel! He seemed like a good sport." He turned the dial and began searching for the proper radio channel. "Calling the Angel!"

-X

In Westchester County, the strange team known as the X-Men were heavily involved in a training exercise when Iron Man's voice broke over Iceman's radio. "Calling the Angel!"

"Strange," Professor Charles Xavier wheeled himself into the Danger Room. The X-Men stood at attention as the mutant mastermind placed his fingers to his temples and concentrated. "Who calls for the Angel?"

Iron Man blinked as he heard the voice in his head. "Iron Man of the Avengers; I'm calling because the She-Hulk has escaped custody and we need some help."

"Ah yes, the Angel spoke highly of you, but I'm afraid he can't help you at the moment. The X-Men are needed for another task." Xavier shut off the mental communication and turned his attention back to the mutant teenagers.

"Who was it Professor?" Marvel Girl stepped forward.

"Iron Man, it seems he needed the Angel's help."

"Really? Wow, so when can I go?" the Angel flexed his wings.

"You're not. Right now I need you to track down the Brotherhood of Mutants and prepare to fight them. The Avengers have been too close to the government as of late and I'd prefer to wait and see how mutant/human relations develop before we go fighting for them." The team collectively sighed but went back to their training.

-IM

Iron Man took off his helmet and rubbed his temples. "Huh, talking into somebody's mind? I had no idea the X-Men could do that. Well, only one more person to check."

-SM

Peter Parker, better known as the (according to him) amazing Spider-Man, perched upside down as he listened to the police band on his radio. He was about to swing into action when a garbled voice almost made him drop it.

"Spider-Man?"

"What the?" He checked the radio over as the voice continued.

"Spider-Man, this is Iron Man of the Avengers. He could use your help."

"And I could use a radio that doesn't back talk!" He webbed to a stone gargoyle. "Look, however you're doing this is nice, but I'm about to bust up a crime ring here and I think your impromptu show just tipped off my location." A hail of bullets tore chunks from the statue as Spider-Man nimbly avoided them. "Just call me back later!"

-IM

Iron Man sighed as he flipped the switch off. "Well, that was a waste of time. It looks like it's up to us."

Ant-Man suddenly barged into the lab. "Iron Man! We've spotted the She-Hulk!"

"What? Where?"

"Thank Rick Jones. He put the call out while you were busy. Some members of his Teen Brigade just radioed us with the coordinates. The She-Hulk was last seen near the Gulf of Mexico. She just jumped into the ocean and started swimming!"

"Well, I guess I underestimated that kid. Ant-Man, radio the Mexican authorities. We're going She-Hulk hunting!"

-SH

Jennifer Ross had not been idle since her escape of the Army base. Changing into the gray skinned hulk at night was a problem she found she could make work for her. Leaving messages around before sunset, she made sure her alter ego was aware of where she was and her plan. The gray skinned hulk was kind enough to do the same.

Waking up on a deserted beach, Jennifer found a message scribbled on a car door. 'Swim-islands to the east'. Jennifer looked around. The place was quiet, and she suspected her other self had a hand in that. Looking out at the ocean, she felt a pull towards the water. "Am I supposed to go there? Will I be safe?" She saw trucks and a few tanks on the horizon. "I guess it would be safer than staying here!" She dove into the salt water and began to swim. She took a gulp of air before she willed herself to change. "No sense in wearing myself out, as the She-Hulk I can clear hundreds of miles before those fools even catch sight of me!" She pumped her legs and moved through the water like a bullet. "I'll figure something out when I see dry land."

-N

Namor the Sub-Mariner looked about the width of his kingdom and cursed. His domain was once Atlantis and its numerous city states until he lost his memory. Now all he was prince of was a desolate outcropping of rocks in the Caribbean Sea. "The surface people stole my memory, my lands, and my people!" he raged at the uncaring surf. "I swear I'll get my revenge if it takes a hundred years!"

He spotted a large shape in the water rapidly moving towards him. "What trickery is this? A surface dweller attack?" He clenched his fists in rage. "If so, I'll teach them the futility of their plot!"

The She-Hulk broke the water's surface and gasped. She waded ashore, ignoring Namor entirely. She glanced around the outcropping. "Not bad for a rest stop-" her train of thought was derailed when Namor slammed his fists into her face.

"So, you think to challenge a prince of the blood, surface dweller?" Namor raged as he flew up and away from the She-Hulk's outstretched hands.

The She-Hulk rubbed her sore jaw. "Ok, that was a nice little tap, but you've got a new problem buster!" She tore a large rock free from the shore and tossed it one-handed at the flying prince. "Namely me!"

Namor dodged the rock as it sailed past him. "Impressive, but let's see how you fight under water!" With a cry he dive bombed her, knocking her back into the surf. Looping around, he crashed into her.

The two titans locked their arms around each other. "Such strength!" Namor tightened his grip as he lifted her up.

"Trying to drop me, eh?" the She-Hulk freed one arm and slammed her fist into Namor's side, driving the breath from him. Pressing forward, she directed him down, crashing them back onto the beach.

"Poseidon's beard, this land dweller is stronger than even the Thing!" Namor slipped free of her grasp. There was something familiar about the oddly large woman, but Namor's memory was still fuzzy. He felt that he should know her, yet he could only draw a blank. He pushed the troublesome thoughts aside he flew away.

"Coward! Come down and fight me!" the She-Hulk raged as she tore chunks of coral out with her hands and tossed them into the air.

Namor, to his credit, avoided the deadly projectiles and considered his strategy. "Look at her, she hasn't tired or slowed once since we began this battle. Clearly she is nearly my equal on land, but how can she handle the ocean?"

Flying away, he dove into the cool salt water headfirst. Once submerged, he began to swim around the small clump of land, forming a large whirlpool. Zooming up he brought the water with him, dragging it over the island and dumping it.

The She-Hulk coughed and choked on the salty brine as he swooped by, knocking her back into the surf. He continued his assault, dragging her back into the ocean. Grabbing her ankle, he swung her around under the raging waters. Letting go, he watched as she crashed into the ocean floor. "A good battle, but no air breather can withstand such crushing depth!"

Namor's eyes grew wide when he saw the She-Hulk stand up and stomp towards him. "Impossible!"

Noticing the gray tones of her flesh, Namor rushed towards her. "She must be drowning!" He swam close enough to grab her and hoist her back towards the surface. "If she could survive that, perhaps I could use her."

Breaking the surface, the now gray She-Hulk shrugged off Namor's assistance and made her way towards shore. "Ok buddy, what's the big idea?"

Namor floated out of the water, making sure to stay high enough to be keep out of her reach and to make sure she had to look up. "I am Namor, prince of Atlantis, and I desire your aid."

"Oh? And what exactly would I get out of this?"

"The gratitude of Atlantis, knowledge that you struck back against the surface world, and what ever treasure you can find."

She smiled. "Well, those are certainly acceptable terms. When do we start?" Inwardly, her thoughts grew cold. "Sure, I'll work with you, but only until something better comes along."

Namor nodded slightly in approval. "I don't trust her. Better to use her as fodder before her ambition does me in."

-A

Five days had gone by and things grew worse. Reports of the She-Hulk and Namor grew by the hour. They had been spotted terrorizing nearly every coastal area. Conventional weapons proved to be less than useless. The Avengers themselves had been stretched thin trying to stop the damage, all save one member.

Betty Ross glowered at the team. "I don't care what you say, I'm going to talk to her."

"There is merit in such a plan." Lady Thor spoke first. "As individuals we are weak and the combined forces of the Sub-Mariner and She-Hulk have proven to be stronger."

"I see your point." Iron Man agreed as a warning klaxon blared. "Reports coming in from Canada! The Sub-Mariner is trying to establish a beachhead on Banks Island!"

"And like I said, I'm going." Betty Ross pushed herself away from the table as she changed. The Hulk towered over them. "And I'm going to settle this once and for all."

-A

Taking a prototype Stark jet, the team made it to Northern Canada within the hour. Authorities had managed to evacuate the neighboring islands. A ring of destroyers circled the island. The Avengers touched down on a makeshift landing strip. "Colonel, what is thy situation?" Lady Thor eyed the assembled troops. Most of them barely looked old enough to shave.

"Well, they leveled pretty much every building on the island. That seems to be keeping them busy, but they've demolished the village. Frankly the only thing left on that hunk of dirt is a bird sanctuary and I don't think that will keep them occupied for much longer. " Colonel Armbuster took his pipe out and waved it at the offending island.

"We'll handle this." The Hulk exited the plane. Ignoring the stunned gasps, she eyed the troops. "Keep your men back. If the five of us can't handle the situation, no one can."

Armbuster relit his pipe. "I'll keep that in mind little lady." The Avengers were ferried across the water towards the island.

The island was utterly ruined. Remains of buildings lay scattered about like broken toys. "So Hulk, how do we handle this?" Ant-Man adjusted his helmet.

"Ant-Man, Wasp, you two to shrink down and scout ahead; I'll go behind you. Lady Thor, you and Iron Man stay here in case we need backup." The Hulk grunted the orders as Ant-Man and the Wasp vanished from sight.

-A

At their small size, both the Ant-Man and the Wasp were almost invisible to the naked eye. Perched on a flying ant, they flew towards the smashed houses and felled trees that formed a makeshift barrier. Landing on a tree, they saw Namor arguing with the She-Hulk.

"Confound it woman, stick with one temperament!"

"It's not something I have control over you jerk!" the She-Hulk seethed.

"Thy antics have ceased to amuse me." Namor hovered above the ground. "Bad enough you limit our attacks at night, but now you seek to dictate to a Prince of the Blood?"

"I didn't want any part of that, but if you're going to force the issue buddy, you've got another thing coming!"

"Huh, maybe if we keep quiet they'll take themselves out?" Ant-Man whispered to the Wasp. Namor immediately looked in their direction.

"Wait, my sea-born senses detect something!" He narrowed his eyes. Accustomed to seeing in everything from brightness to total darkness, he spotted the colorful forms of the Ant-Man and the Wasp easily. "Our discussion shall have to wait. We are being invaded!"

"What?" the She-Hulk spun around, fists clenched.

"I think they spotted us dear." The Wasp clutched Ant-Man's middle as they flew away. Ant-Man franticly radioed the Hulk as they dodged hastily thrown projectiles.

The Hulk spotted her mother and Namor charging towards them. Ant-Man and the Wasp zoomed past her ear. "Tell Iron Man and Lady Thor to stand by!" She shouted into the wind as she prepared to fight.

"What's this, more surface dwellers?" Namor spat.

"Betty?" The She-Hulk put herself between the two powerhouses. "Why are you here?"

"Because someone has to stop this, mother!" The Hulk looked at her mother with pledging eyes. "Just walk away, please."

"You ask the ruler of Atlantis to yield? I'm not sure if I'm to be impressed by such attitude or insulted."

"Stay out of this fish boy!" the She-Hulk growled.

"No one talks to the Sub-Mariner in such a fashion!" He scooped the struggling She-Hulk up and lifted her overhead. "If you desire her so much, then take her!" he threw her at the Hulk.

Catching her mother, the Hulk put her aside. "My friends are near the town. Go there and they won't harm you, I swear! Just stay out of our way." She leapt into the air, tackling the Sub-Mariner and bringing him to the ground.

The She-Hulk looked at her daughter fighting and slipped away without saying a word. She moved quickly towards the ruined town and spied the two other Avengers. She ducked behind the crushed remains of the town hall as Lady Thor and Iron Man flew past. "Hurry, we must stop this mindless rampage!" Lady Thor shouted as she flew. The She-Hulk didn't hear what Iron Man said in response.

"She said I could trust them, but can I?" She looked at her hand, already growing paler in the afternoon light. "I'm sorry Betty, but I won't be locked up again." She exhaled as she turned back to her regular self. Grabbing discarded clothing, she bundled herself against the cold. Wading out in the water, she snagged a drifting canoe and climbed inside. She silently began to paddle towards the mainland away from the ships' line of sight.

-A

The Hulk glared at the Sub-Mariner. He had the upper hand, literally, as he simply flew out of her reach and pelted her with larger and larger rocks. "Trying to wear me down, clever." Any attempt to leap at him was rewarded with him simply darting away. "And with the water so close he can repower himself at his leisure. How can I slow him down?"

In answer to her question, a lighting bolt shot out of the sky and struck the flying Atlantian. Namor crashed into the dirt as Iron Man unleashed twin repulser rays into the prince. "Cease fire!" The Hulk yelled as she charged. Namor shakily stood up in time for the Hulk to crash into him, driving him to the ground.

"Release me!" Namor raged as the Hulk tightened her grip around his torso. To her surprise, he stopped struggling and seemed to go slack.

"A trap for sure, but how?" Her vice-like grip increased as Namor's eyes snapped open. Electrical current flowed out of him, shocking the Hulk loose.

"Fool, as a Sub-Mariner I posses all the abilities of the deep, including the powers of the electric eel!" Namor lashed his fist out, sending a lighting bolt directly into Iron Man's chest plate. The red and gold Avenger staggered under the assault until Lady Thor struck Mjolnir in rapid succession.

"Aye mortal, you can summon the powers of eels, but the goddess of thunder can summon the power of the storm itself!" A near hurricane level wind swept through the area as massive amounts of lighting struck the ground around Namor.

One such bolt split the ground wide enough to bring in sea water, showering everyone with the salty liquid. "Such land dwellers could prove to be my undoing if I continue thus battle further. There will be another time to fight." Without a word he dove into the water, tunneling his way to the sea.

"Shall we go after him?" Ant-Man scanned the area. His ants couldn't find any trace of the prince.

"Nay, we shall see to our wounded first." Lady Thor helped the Hulk to her feet as Ant-Man and the Wasp aided Iron Man. "Then we shall avenge this slight!"

-N

Namor was well into the Arctic Circle by the time the Avengers had reported back to the Army. "Some of those fools seemed familiar! Curse my mind, I must I ever be tormented by half remembered faces?" He swam on towards the ruined remains of Atlantis under the Arctic ice. "If I am to wage war on the surface world, I must have some place of solitude. I will make the world pay for what it has done to my people!"

-A

"Well, this wasn't exactly the best foot we could have put forward." Iron Man spoke up after the team flew back to the mansion in total silence.

"What do you suggest?" The Wasp asked.

"Team, we're going to capture the Sub-Mariner!" Tony Stark winced as his suit's power units whined with protest at his movements.

"A noble goal, but how?" Lady Thor steered the plane back towards Stark Industry's private airfield.

"First we get healed up then we do some research on Atlantis. I'd bet Mister Stark's liquor cabinet that is exactly where he is going."

"Fantastic, but count me out." The Hulk spoke up at last.

"What? But why?" Ant-Man raised the question.

"My mother escaped. Those sea rats saw her and just let her paddle on by." The Hulk shook her head. "No, I have to find her first. Sorry guys, but I can't lose her again. I won't."

"Very well, Hulk, we wish you the best in thy quest." Lady Thor stood up after she landed the plane. "But we shall need more than that when next we battle the Sub-Mariner!"

The end

Based on "The Avengers Meet the Sub-Mariner", which was first published The Avengers I#3 (January 1964) with credits to Stan Lee (script), Jack Kirby (pencils), and Paul Reinman (inks). This takes place right after Sensational Comics#17. The final showdown between Hulk and the She-Hulk will be continued in Sensational Comics#18. Next month we get a bigger surprise.

The Return of…Captain America!

Avengers Assemble!

They Call Me Bruce

_Wonder work here fella_

Wolvmbm

_Great update as your surprised me a bit in this story. By knowing the connections between the Hulk and Betty Ross early on in the series, this version of the Hulk does not leave the Avengers in the #2 issue. Unlike the comic book version of the character. Very clever having the Hulk ID exposed to the Avengers early on. Please do keep up the good work upon such a great series like this one as I cannot wait to read the next issue of the Avengers. _

From wingedcat13, in regards to the first issue

_Hey the Marvel characters I know are guys. When did this change?_

Technically before issue one; this whole of Marvel stories was inspired by an old issue of What If? Basically what if Jane Foster became Thor? I had already been working on a golden age She-Hulk series and figured, why not? The rest fell into place. Thus Betty Ross became the Hulk instead of Bruce Banner, Jane Foster gains the hammer instead of Don Blake, and Maria Pym becomes the Wasp instead of dying. Ant-Man and Iron Man are still the same and I have intentions of changing them out. Not yet anyway.

From Darci

_Thanks for this update from November 1963. Unlike the original story, in this one the Hulk did not leave the Avengers, which ranks as a major from Marvel continuity. It will be fascinating to see what ramifications this has! _

_The mysterious "master" the Space Phantom refers to turned out to be Immortus, but we had to wait over 100 issues to find that out. I wonder if that's going to prove true again? Looking forward to "The Avengers meet…the Sub-Mariner!" unless you have another trick up your sleeve (like last issue). _

Well, all I can say is you won't have to wait a hundred issues to find out more about the Space Phantom's master. But sadly you are going to have to wait, and thanks a million for proofreading this.

Upcoming issues

Amazing Fantasy#9 Taskmaster VS the Armless Tiger Men!

Sensational Comics#18 The Avengers Take Over!

Tales to Astonish#17 The Wasp VS the Human Top!

Journey into Mystery#19 The Return of Zarko, the Tomorrow Man!


	5. The Return of Captain America!

The Avengers

The Return of Captain America!

To most people, the top of the world is not very inviting. To Namor, however, it was perfect. Having lost most of his pursuers he turned his attention to his original plan. "To think, only a few miles under this sheet of ice rest the remains of my kingdom!" In the days since he last battled with the surface dwellers he had some luck finding some of his people.

From them he gathered a few fragments. A wizard of some sort had arrived nearly a decade before. Namor seethed at the memory, a hazy recollection that taunted him. From there disaster had befallen his people. The nomadic tribes he talked to were not certain what happened, but the general consensus was atomic testing was to blame.

As far as support went, the tribes were hesitant to follow him. He would need something to show them that he was still capable of leading. In his trek across the snow, he spied a large pillar of ice jutting out of the ground. A group of men gathered around the ice. Several of them were kneeling around the pillar and chanting.

Namor narrowed his eyes in rage. "Even here surface men follow me!" He took to the air with a single leap. "Away!" He bellowed, uncaring if the men understood him.

"Run! The Sub-Mariner is here!" An old man shouted. "Radio the mainland!"

In his anger, Namor lashed out blindly. His fist smashed the ice pillar, bringing it crashing down. "You worship this?" he hefted the ton of ice over his head easily. "Try worshiping true power!" He threw the ice into the ocean. Watching it drift out to sea mollified his temper.

Once he was alone on the ice, he looked around at the scene of destruction. "Those men were no threat to me, and such a tantrum does not help me gain me my people. No, the prince of the blood is no mere brute, lashing at helpless objects!" Sickened, he turned back towards inland and started walking.

Unseen by all, the large chunk of ice became caught in the oceanic current and started drifting away. Had Namor bothered to inspect the ice, he might have caught sight of a humanoid figure trapped inside. The ice drifted away, and as it washed into the warmer waters it started to melt.

-A

"You really think this will work?" Ant-Man tapped his fingers on the control board. He glanced around the inside of the submarine. With the Sub-Mariner on the loose, the world's countries had started a planet wide manhunt. The Avengers, for their part, were piloting a prototype sub developed by Stark Industries.

"Mister Stark assures me this is the fastest thing outside of a Verne novel."

With the Hulk and Lady Thor holding down the fort in New York, Iron Man switched the controls to automatic. He stood up and walked back to his cabin. Unknown to the Wasp or Ant-Man, Tony Stark needed to recharge his breastplate in order to keep his heart beating. As he made his way towards his spare battery, the warning klaxon sounded.

"Did we find the Sub-Mariner?" Ant-Man scanned the controls as Iron Man hurried back to bridge.

"I'm not sure!" Iron Man looked at the radar screen. "Instruments are picking up something though, something humanoid and warm enough to register."

The Wasp rushed to the periscope. With Stark's genius he had developed a model that could be used under water just as easily as it could be used above it. "I see something! It's a man, he'll drown!"

"Let's get him on board," Iron Man pointed them towards the front of the ship while he left to recharge. "First we'll handle this, then the Sub-Mariner."

-SH

Jennifer Ross had been busy since she slipped away. The She-Hulk had taken her across Europe. She found intrigue and mystery nearly everywhere, but it was Greece where she found something amazing. She managed to barter her way onto a tramp steamer, but that trip ended at the first sundown.

The grey skinned behemoth easily jumped ship and swam to a small island some miles from anything. Changing back in the daytime, Jennifer busied herself exploring. She thought she was alone until she found the island's only other occupant.

-SH

She saw the statues first. Twisted shapes similar to men and women, Jennifer thought back to the old legends of Medusa. "With my luck, she's probably home." Remembering the old myths, she tied a strip of cloth over her eyes and felt her way around, mostly to see if there was anything living.

She felt her way into the cave. Hearing machinery humming, she removed the blindfold and gasped. Deep within the mountain was a sight. A large metal ship was hidden inside the cave. She marveled at the strange design when a hatch opened.

With a loud hiss the metal slid away and a strangely garbed figure stepped out. She thought it might have been a gorgon like the legends, but when she caught a glance of her reflection in the metal suit's visor she relaxed. The figure stepped down and approached her, a hand on the pistol like device in its hand. "Identify yourself." The voice was flat and toneless, but spoken in nearly perfect Greek.

"I'm a human, and I don't mean you any harm." Jennifer slowly raised her hands. The being touched something on the side of its helmet.

"Possibly, but I've been attacked by your people before using a similar tactic." The voice was now in English. "What is your designation?"

"My name is Jennifer. Who are you?"

"My name is Vuk." The visor lifted with a hiss. Jennifer stared at the creature. Its skin was green. The face was narrow, with two saggy eyelids right in the middle. A few strands of light green hair stuck out from the visor.

"Are you from outer space?" Jennifer gasped.

"I come from the planet D'Bari IV, although I doubt the term means anything to you." Vuk sounded apologetic. "I was an explorer." He cast a sideways glance at his space ship. "The Starhammer may not be much, but at one point it was the fastest thing in the galaxy. My instruments were damaged and I was forced into landing on your planet."

"How…how long have you been here?" Jennifer remembered the ruined statues outside.

"Several centuries by your understanding. I placed myself in hibernation, only awakening when natives entered the cave. The first group mistook me for something they called 'Medusa'. I was forced to use my petrifactor" he patted his sidearm, "and turn them to stone. This continued for a great many years before the natives finally left me alone. Unfortunately in some of the latter skirmishes my supplies were damaged and I have been unable to fix my ship."

"That's terrible!" Jennifer felt a twang of sympathy for the alien. She also felt something else. She gasped when she saw the sunlight retreating from the cave. "Oh no!" She jumped up and frantically looked around. "That gun, can you reverse the effects?"

Vuk quizzically raised a fleshly glob on his face. "Yes, in theory, why?"

Jennifer doubled over, sweat pouring down her face. "Then use it on me!" Her muscles swelled as her skin paled. "Hurry, I don't know how she'll react!"

"She? Who else are you talking to?" Vuk un-holstered the weapon as a precaution, but before he could power the weapon, Jennifer fell to the cave floor.

Before his amazed eyes, Jennifer's hair grew longer and darker. Standing up, she now towered over Vuk. "Who are you?"

"Curious" Vuk kept his hand on his weapon. "Do you recall where you are?"

"Can't say as I do." She marveled at the spaceship. "That thing work?"

Vuk looked over Jennifer's new form. "How strong are you?"

Jennifer sauntered over to the ship. Gripping the rock surrounding it, she pushed the rock away. Vuk dodged the falling rock, taking shelter under the ship's fins. When the rumbling stopped, he careful edged out from under the ship.

The whole side of the mountain was gone. With little effort, the She-Hulk did in seconds what he failed to do in centuries. Vuk holstered his gun. "I believe this is the beginning of a profitable partnership."

-A

Iron Man carefully manned the manipulator arms. Ant-Man volunteered to enlarge his arms and drag the man in, but Iron Man was firm. With mechanical precision, the two arms reached out and snagged the melting chunk of ice. The final pieces broke free and floated away.

Quickly taking the man inside, the Avengers rushed the man into the medical bay. "Who is he, a sailor?" Iron Man laid the man on the nearest stretcher.

"I'm not sure." Ant-Man picked a large clump of ice off the man's chest. "Those look like army greens, but lord, those must be twenty years old!" He dropped the ice as the Wasp pushed past him and gasped.

"His chest!" She pointed at the man. He was dressed in a green uniform, but the clothing was tattered and worn. In several spots the cloth had rotted away entirely. Under the green fatigues, however, was another uniform.

Bright blue chainmail peaked out from the tattered cloth. A clean white star above red and white stripes covered the man's chest. "That's…that's Captain America's uniform!"

"Captain America? But it's been ten years since anyone's seen him. How does he look so young?" Iron Man gazed at the man's uncovered face. True enough there was no visible sign of aging. "He's been running around since 1941 and he hardly looks older than you Ant-Man. Maybe he's imposter?"

The Wasp stared intently at the man's face. "No, he's real, I'm sure. Captain America saved my town when I was a child. I'd never forget that jawline."

"Well, we can ask him when he comes to, maybe." Iron Man hooked the unconscious man to a monitor. "His heart is steady," the machine began to beep louder, "in fact it's increasing!"

The figure on the stretcher suddenly opened his eyes. He glanced around wildly. "Buck! Bucky look out!" he sat up, tearing the sensors off.

"Easy, no one wants to hurt you!" Ant-Man slowly approached him, his hands open and outstretched.

"I won't let you hurt Bucky!" Rolling off the stretcher, Captain America landed on his feet. In one smooth motion he freed a shield that had been slipped behind his back. "I'll smash you all!"

"Look, we don't want to fight you!" Iron Man raised his hands up, but in his case he was powering up his repulsor rays in case the hero didn't want to stand down.

He didn't even see the shield until it connected solidly with his helmet. Dazed, he staggered back as Captain America ripped the tattered uniform away and slipped a blue cowl over his face. The shield bounced off Iron Man's helmet, ricocheted off the ceiling and landed neatly in his outstretched hand. "No, Bucky… Bucky's dead. I remember now."

"Captain, do you know what year it is?" the Wasp approached him slowly.

"1945, why?"

All three Avengers looked at each other. Ant-Man broke the silence first. "Captain, how did you get stuck in ice?"

Captain America sat back down, still at the ready. "It was all Zemo's doing. We, Bucky and I, we were sent in to check out a rumor about Zemo trying to steal a prototype jet from a secret warehouse in England. We went in disguised as regular GI's, but Zemo ambushed us with some kind of giant robot. He strapped us to it and sent it on a course to Berlin."

Captain America suddenly looked very old and very tired. "We managed to get free, somehow, but Bucky didn't want to let Zemo get away with the plane. We chased after it, but it was a trap. Either the designers or Zemo, I don't know, but there was a bomb. Bucky tried to disarm it, but it went off." He lowered his head. "I fell, hit the water. Bucky's dead, I know that now" He looked at the trio. "Are you with the Allied Command? I don't recognize the costumes."

"Cap, I don't know how to tell you, but that was twenty years ago." The Wasp put a hand on his shoulder.

He paled. "What?" he flinched away from her. "No, you're lying!" he jumped to his feet. "This is some kind of Nazi trick!"

"Cap, it's 1963. The war is over." The Wasp shook her head. "What can we do to convince you?"

He glanced around the sub. "If I could get a radio and verify your story…"

"Done and done." Iron Man gestured towards the radio room.

-SH

The She-Hulk smirked as the _Starhammer_ streaked across the sky. Once the ship had been freed it was only a matter of time before Vuk had it up and running. The fuel was still low, so leaving the planet was out of the question. She had a plan for that.

"This gun, can you use it on more than one target?"

"Yes," Vuk piloted the ship away from the island.

Shifting in her seat, she accidently flicked a switch, turning on the ship's radio monitor. Before Vuk could turn it off, she caught the tail end of an announcement. "We repeat, startling news from the Avengers," her blood boiled at the mention of the name, "legendary hero Captain America reported alive and well. Tony Stark has called a press conference within the hour to introduce the famed hero to a hungry public."

"We have to go there!"

Vuk tapped the control panel. "We barely have enough fuel as it is. If we go to this event, the ship will never fly again."

"Just do it!" She gripped her armrests hard to warp the metal. "Iron Man will be there! If you turn him to stone, you can get Tony Stark to do whatever you want!"

"But, harming innocent people, I couldn't do it!"

The She-Hulk, who seemed much larger in the cockpit, moved closer to him. "And if you don't you'll be stuck here, forever. Do this one thing and you'll be free to go home."

Vuk looked at the fading stars. "Home…"

The She-Hulk's smile faded. "Blast, we'll be heading back into daylight."

"What was that?"

"Just a reminder. When I change back, be sure to secure me tight. My other self is quite crazy you know and might sabotage your plans." She secured the safety harness around her and popped several small tablets in her mouth. Vuk assured her they would be enough to keep her asleep for several hours if not days. Her eyes felt heavy. "Just remember, turn the Avengers to stone then get me out at sunset. We'll have your ship homeward by daybreak," She smiled as she drifted to sleep, "with me at the controls and you here to deal with the consequences." She added mentally.

~A

"Are you sure about this?" Ant-Man nervously tapped his fingers as the sub docked in New York Harbor.

"Look, the best way to introduce anything is the biggest way possible. Cap will wave to the crowd, we answer a few softball questions, and then we drop him off at the mansion. What could go wrong?" Iron Man finished buffing out the dent in his helmet.

As the submarine resurfaced, a crowd of reporters were already clamoring for space on the docks. The door to the sub opened with a slight fanfare. Iron Man, the Wasp, Ant-Man, and Lady Thor (who flew in to meet the team) assembled on a quickly made bandstand. Iron Man stepped forward to greet the crowd when a tall figure in a trench coat pushed past the first line of reporters.

Before the harried police could approach the figure, he drew what appeared to be a pistol from his coat and fired. The Avengers were caught in the pistol's strange rays. The crowd was silent, unsure of what to expect. When an onlooker noticed the team had been turned to stone, panic erupted.

The police, already pushed to a breaking point, fled along with the crowd. In seconds the dock was devoid of life. Captain America slowly exited the sub. "What's going on?"

He glanced around. All he saw were the empty street and a strange collection of statues. "Could this be a monument?" He looked at the stone. "No, it's in too odd a place; so what happened to the team?"

He walked down the gangplank and made his way into the city. Rounding a corner, he gasped at the New York skyline. Some familiar sites were still there, but others he didn't recognize. He passed by a small electronic store. "Televisions? They're so small!" He peered at the sets on display. "Amazing!"

Seeing a newsstand, he picked up a newspaper and thumbed through it. "So much has changed." He careful put it back. "So is New York just empty now?"

He heard a loud crash coming from an alley. Lifting his shield up, he rushed towards the sound. He stopped short when he saw the source of the noise. "Yeoman Walters?"

The Hulk stood up from the crater she created. Rick Jones slid off her back. "C'mon Hulk, we have to find out what happened to the Avengers!"

"Yeoman Walters!" Cap shouted, relief breaking his voice. "I can't believe it!"

Rick emerged from behind the Hulk and gasped. "You!" The images of a faded and torn comic book came to mind when he stared at the red, white, and blue costume. Long Sundays with a stack of yellowed paper came flooding back as he looked into the face of Captain America.

"I'm sorry, do I know you?" The Hulk scratched her head. The costume seemed familiar, but Rick seemed to know the stranger more than she did.

Rick sputtered and tried to come up with something to say before he finally gripped the captain's hand and shook it. "Yeoman, what happened?" Cap gently freed his hand from Rick.

"Yeoman…Holy Hannah, you're talking about my mother!" The Hulk gasped.

"Mother?" Cap tried to wrap his head around the image of the She-Hulk being a parent when a car exploded down the street. "What's happening now?"

"Stay here!" The Hulk moved into the street. A marching party of Atlantean troops was making their way down the street. "I don't believe it!"

Cap joined her in the street. "Atlantis is attacking now?" He scanned the invaders, looking for a familiar face. "Their weapons, they look…old."

Rick looked at the devastation as the troops randomly fired at the buildings. "They seem to work pretty well to me!"

"No, I mean those weapons and uniforms look the exact same when I last saw Namor. Either his military had some cutbacks or something is wrong." He lifted his shield up to deflect debris. At once he stood at the ready. "Young man, you need to get to safety." He tapped the Hulk's shoulder. "She-Hulk?"

"Just Hulk, actually," She lifted a wrecked car.

"Hulk, the Avengers were hit with some kind of ray gun. I heard the crowd say someone shot them and they must be the statues I saw. You need to get them somewhere safe and look for the culprit. He may still be around."

"And leave you against an invading army?"

He smiled. "I've had worse odds." The Hulk tossed the car aside and jumped towards the harbor. Rick stood there, dumbfounded, as Captain America rushed towards the Atlanteans.

"Wow!"

-H

The Hulk found the rest of the team easily enough. Carrying them back to the mansion was a pain, but she managed. Once inside Tony Stark's home, she started to think. "Ok, pretty well solid stone, but what can that tell me?"

Shifting back to Betty Ross, as the Hulk's fingers were not suited to delicate work, Betty picked up a modified Geiger counter. "Slight radiation trace, but nothing I've seen before. If whatever did this is still in the city, I might be able to track it!"

-C

Captain America dodged the ray fire as he waded through the Atlantean troops. They went down individually with a few well-placed blows to their water filled helmets, but he wasn't doing enough. "Where is Namor?"

"Cap, Namor is in Central Park!" Rick shouted from the corner. He waved a transistor radio in his hand. "The police say he just landed there!"

Cap looked around him. The Atlanteans were on the ground, many of them gasping for breath. The uninjured ones stood nervously, their guns lowered. Captain America slung his shield over his shoulders. "Take me to your leader."

-H

The Hulk, after borrowing some equipment from Stark's private lab, bounded across the rooftops. The Geiger counter beeped louder and louder as she neared the Bowery. Landing in the street, she muscled her way into the ruined building. A few drunks eyeballed her as she stomped her way up the steps. The ancient wood and tile creaked and groaned dangerously as she neared her target.

Flicking her finger against the door at the end of the hall, she forced her way in the narrow room. "Come out, I know you're here!" she groused as she dusted plaster and asbestos off her shoulders.

"Of course I'm here, you sent me to this place." Vuk stepped out from the bathroom, his disguise dropped. "Wait, I thought you could only be active at night?" His hand dropped to his weapon, but the Hulk rushed forward.

Enveloping him in a crushing bear hug, she plowed through the wall and into the street. Landing almost exactly in the same pothole she created earlier, she shook Vuk violently. "How do you change the Avengers back?"

"Wait!" Vuk wailed. "My petrifactor's effects can be reversed!"

The Hulk relaxed her grip, but only enough to let him slip the device out of its holster. She leaned forward. "If you try anything with that, remember, I'd weigh several tons as stone, and from this position I'd fall forward. Got it?"

"Yes!" Vuk made it a point to keep his finger off the trigger.

"Good, now let's talk about fixing my friends."

-C

Captain America walked towards the center of the park. His Atlantean captors limped beside him and seemed far worse for wear. In the center, directing troop movements and issuing orders to a group of newsmen, was Namor.

"Take my words to the rest of the surface world! Namor the First, Avenging Son of Atlantis, will conquer your Eastern seaboard!"

"Hold it!" the red, white, and blue shield streaked through the air and bounced off Namor's flagship. Namor spun around, a look of utter shock on his features.

"No, no it's can't be!" His shock gave way to anger. "Your attempts at humor are as weak as your defenses surface dweller!"

"Namor, stop this, please!" Captain America held up his hand. "I don't know what could have happened since the War, but the prince I knew would never attack without just cause."

Namor raised an eyebrow. "Your voice…are you the real Captain America or yet another imposter?"

"I'm the real deal Namor, now can you tell me what is going on?"

Namor pointed towards his flagship. "Inside, I don't wish to be seen conversing with a prisoner before my troops."

Captain America sighed. "I see some things haven't changed at all."

-N

"So, you claim to be Steve Rogers." Namor poured himself a glass of water. He offered Captain America nothing.

"I claim nothing. Namor, I was frozen in ice. The Avengers claim it's been almost twenty years since I last saw you. Is it true?"

Namor was silent for a full minute. "Yes. The Invaders gave way to the All-Winners Squad. The Human Torch died some ten years ago, killed by the Russians I think. Toro vanished, and I have no idea what happened to Union Jack or Spitfire, nor do I care."

Hearing the names of his friends discussed in such a cold manner brought a flush of anger to the Living Legend. "Blast it man, they fought with you! How can you just stand there and act like they meant nothing?"

Namor's lip jerked in what may have been a smile. "If I had doubts before, you've convinced me now. Welcome back Steve."

"Glad I passed the test, now how about calling off your invasion?"

"Impossible." Namor pointed to a window. "Those people you so rush to defend destroyed my home and stripped me of memory. While you were trapped in ice, I lived like a derelict, lost in a fog. The world must pay for what they did to Atlantis. I owe my people that."

"I won't argue that, but there must be another way. Innocent people will be hurt if you continue."

"Captain, for the sake of our friendship I won't attack you, but with the Avengers disabled and the Fantastic Four away, I have the advantage."

Explosions rocked the area, flinging both men down. "You were saying?" Captain America rushed to the window. He saw a strange rocket ship, hovering in the sky and firing on Namor's troops. Iron Man, the Hulk, and some women dressed like the Norse god Thor attacked from the sky and ground.

Namor sneered at the sight. "A slight reprieve Captain, nothing more." With a throw of a lever, Captain America found himself ejected from the ship. Around him, the Atlantean cruisers took to the sky as the troops fled.

-A

Later, when the hostages were freed and explanations were made, Vuk explained his role. "I bore no malice against your people, but the large grey and green skinned female offered me a chance to return to the stars."

"Oh brother!" The Hulk rolled her eyes. "This female, where is she?"

"That I'm not sure. She was asleep in the ship the last time I saw her, but when I returned from the dock she was gone."

"Great, and with the sun going down she'll probably be halfway to New Mexico by now." Iron Man groused.

Vuk pointed to his ship. "I might be able to assist you, assuming you can part with a few minerals and some basic chemical compounds."

-A

And so, after a few hours of labor, Vuk sat in his pilot's chair. A small handheld device rested in the Hulk's hand. She said nothing as the Starhammer lifted off from Tony Stark's private airstrip and shot off towards the heavens.

"Can this device really help find my mother?" She tucked the alien tool in her pocket, focusing on the team's new arrival. Captain America had been awe struck since Vuk's arrival.

"Is every day in the 1960s going to be like this?"

"Nay, sometimes things are exciting!" Lady Thor slapped his back. "What say you fellows, shall the Captain join our ranks?"

"I have no objection. All in favor?" Iron Man put his hand out. The others joined him, each placing their hands over his.

The approval was overwhelming. Captain America placed his over the Hulk's massive hand. "I don't know what to say."

"Try yes, that usually works." The Wasp joked. Captain America smiled as they raised their arms in victory.

The end

Avengers Assemble!

Based on "Captain America Joins the Avengers!" which was first published in the Avengers I#4 (March 1964) with credits to Stan Lee (script), Jack Kirby (pencils), George Roussos (inks), Stan Goldberg (colors), and Artie Simek (letters)

Next time, Invasion of the Lava Men!

But first, some fan mail.

From Darci

_Wow! "The final showdown between the Hulk and the She-Hulk will be continued in Sensational Comics#18" and "Next month we get a big surprise." What could be bigger? Jen gives up being She-Hulk to become Giant Girl, aka Goliath? Betty gives up being the Hulk to become Yellowjacket? Namor gives up being the Sub-Mariner to become Leviathan? I can't wait!_

Fine ideas all, but not quite. Goliath and Yellowjacket will be showing up here sooner or later, though. May the Vishanti grant you good fortune for looking over this.

They call me Bruce

_Like how you're doing this_

From Wolvmbm

_Great alternative take of the Avengers first fight between the Sub-Mariner and the She-Hulk. Makes me wonder how you will do the team's first encounter with Captain America? I also wonder when will the Hulk return to the team and how she will take seeing Captain America? And what of the She-Hulk, what fate befell on her now that she is once again on the run? Please do keep up the good work upon such a great storyline as this was a great alternative take on Earth's Mightiest Heroes. I can't wait to see what you'll do with Hawkeye, the Scarlet Witch, and Quicksilver, when they join up or how you'll handle the Masters of Evil in the future. _

All I can say about the last is the old order will changeth, but not in the way you think. And keep an eye out for the Masters.

And speaking of looking at things, check out these upcoming works, appearing at a monitor near you!

Sensational Comics#18-the Avengers take over!

Tales to Astonish#17-The Wasp VS the Human Top!

Journey into Mystery#19-the Return of Zarko, the Tomorrow Man!

Amazing Fantasy#10-Roller Disco Smash!


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